Division 1 — Winding up of unregistered companies
Preliminary
245.—(1) For the purposes of this Division, “unregistered company” includes a foreign company and any partnership, association, club or company but does not include a company incorporated under the Companies Act 1967 or under any corresponding previous written law.
(2) This Division is in addition to, and not in derogation of, any provisions contained in this or any other written law with respect to the winding up of companies by the Court and the Court may exercise any powers or do any act in the case of unregistered companies which might be exercised or done by the Court in winding up companies.
Winding up of unregistered companies
246.—(1) Subject to this Division, any unregistered company may be wound up under Parts 8 and 9, which apply to an unregistered company with the following adaptations:(a)
the principal place of business of the unregistered company in Singapore is for all the purposes of the winding up the registered office of the company;
(b)
the unregistered company must not be wound up voluntarily;
(c)
the circumstances in which the unregistered company may be wound up are —(i)
if the company is dissolved or has ceased to have a place of business in Singapore or has a place of business in Singapore only for the purpose of winding up its affairs or has ceased to carry on business in Singapore;
(ii)
if the company is unable to pay its debts; or
(iii)
if the Court is of the opinion that it is just and equitable that the company should be wound up;
(d)
where the unregistered company is a foreign company, it may be wound up only if it has a substantial connection with Singapore.
(2) An unregistered company is deemed to be unable to pay its debts if —(a)
a creditor by assignment or otherwise to whom the company is indebted in a sum exceeding $15,000 then due has served on the company —(i)
by leaving at its principal place of business in Singapore;
(ii)
by delivering to the secretary or a director, manager or principal officer of the company; or
(iii)
by otherwise serving in such manner as the Court approves or directs,
a demand under his or her hand requiring the company to pay the sum so due, and the company has for 3 weeks after the service of the demand neglected to pay the sum or to secure or compound for it to the satisfaction of the creditor;
(b)
any action or other proceeding has been instituted against any member for any debt or demand due or claimed to be due from the company or from the member in his or her character of member, and, notice in writing of the institution of the action or proceeding having been served on the company —(i)
by leaving it at its principal place of business in Singapore;
(ii)
by delivering it to the secretary or a director, manager or principal officer of the company; or
(iii)
by otherwise serving it in such manner as the Court approves or directs,
the company has not within 10 days after service of the notice paid, secured or compounded for the debt or demand or procured the action or proceeding to be stayed or indemnified the defendant to the reasonable satisfaction of the defendant against the action or proceeding and against all costs, damages and expenses to be incurred by the defendant by reason of the action or proceeding;
(c)
an enforcement order or other process issued to enforce a judgment, decree or order obtained in any court in favour of a creditor against the company or any member of the company as such or any person authorised to be sued as nominal defendant on behalf of the company is returned unsatisfied; or[Act 25 of 2021 wef 01/04/2022]
(d)
it is otherwise proved to the satisfaction of the Court that the company is unable to pay its debts.
(3) For the purposes of subsection (1)(d), the Court may rely on the presence of one or more of the following matters to support a determination that a foreign company has a substantial connection with Singapore:(a)
Singapore is the centre of main interests of the company;
(b)
the company is carrying on business in Singapore or has a place of business in Singapore;
(c)
the company is a foreign company that is registered under Division 2 of Part 11 of the Companies Act 1967;
(d)
the company has substantial assets in Singapore;
(e)
the company has chosen Singapore law as the law governing a loan or other transaction, or the law governing the resolution of one or more disputes arising out of or in connection with a loan or other transaction;
(f)
the company has submitted to the jurisdiction of the Court for the resolution of one or more disputes relating to a loan or other transaction.
(4) A company incorporated outside Singapore may be wound up as an unregistered company under this Division even if it is being wound up or has been dissolved or has otherwise ceased to exist as a company under the laws of the place under which it was incorporated.
(5) The Minister may, by order, amend subsection (2)(a) by substituting a different sum for the sum for the time being specified in that provision.
(6) In this section, “carrying on business” and “to carry on business” have the same meaning as in section 366 of the Companies Act 1967.
Contributories in winding up of unregistered company
247.—(1) On an unregistered company being wound up, every person is a contributory —(a)
who is liable to pay or contribute to the payment of —(i)
any debt or liability of the company;
(ii)
any sum for the adjustment of the rights of the members among themselves; or
(iii)
the costs and expenses of winding up; or
(b)
where the company has been dissolved in the place in which it is formed or incorporated, who immediately before the dissolution was so liable,
and every contributory is liable to contribute to the assets of the company all sums due from him or her in respect of any such liability.
(2) On the death or bankruptcy of any contributory, the provisions of this Act with respect to the personal representatives of deceased contributories and the assignees and trustees of bankrupt contributories respectively apply.
Power of Court to stay or restrain proceedings
248.—(1) The provisions of this Act with respect to staying and restraining actions and proceedings against a company at any time after the making of an application for winding up and before the making of a winding up order extend, in the case of an unregistered company where the application to stay or restrain is by a creditor, to actions and proceedings against any contributory of the company.
(2) Where an order has been made for winding up an unregistered company, no action or proceeding may be proceeded with or commenced against any contributory of the company in respect of any debt of the company, except by the permission of the Court and subject to such terms as the Court imposes.[Act 25 of 2021 wef 01/04/2022]
Outstanding assets of defunct unregistered company
249.—(1) Where an unregistered company the place of incorporation or origin of which is in a designated country has been dissolved and there remains in Singapore any outstanding property, movable or immovable, including things in action —(a)
which was vested in the company;
(b)
to which the company was entitled; or
(c)
over which the company had a disposing power,
at the time the company was dissolved, but which was not got in, realised upon or otherwise disposed of or dealt with by the company or its liquidator before the dissolution, the property, except called and uncalled capital, by the operation of this section, vests and becomes vested, for all the estate and interest in such property legal or equitable of the company or its liquidator at the date the company was dissolved, in such person as is entitled to such property according to the law of the place of incorporation or origin of the company.
(2) Where the place of origin of an unregistered company is Singapore, sections 212 to 216, with such adaptations as may be necessary, apply in respect of that company.
(3) Where it appears to the Minister that any law in force in any other country contains provisions similar to this section, the Minister may, by notification in the Gazette, declare that other country to be a designated country for the purposes of this section.
Division 2 — Liquidation or dissolution of foreign companies
Liquidation, dissolution, etc., of foreign company in its place of incorporation
250.—(1) This section applies to a foreign company which, whether or not it is registered under Division 2 of Part 11 of the Companies Act 1967, establishes a place of business or carries on business in Singapore.
(2) If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin, the Court may, on the application of the person who is the liquidator of the foreign company for the foreign company’s place of incorporation or the application of the Official Receiver, appoint a liquidator of the foreign company for Singapore.
(3) A liquidator of a foreign company appointed for Singapore by the Court —(a)
must, before any distribution of the foreign company’s assets is made, by advertisement in a newspaper circulating generally in each country where the foreign company had been carrying on business prior to the liquidation if no liquidator has been appointed for that place, invite all creditors to make their claims against the foreign company within a reasonable time prior to the distribution;
(b)
subject to subsection (6), must not, without obtaining an order of the Court, pay out any creditor to the exclusion of any other creditor of the foreign company; and
(c)
must, unless otherwise ordered by the Court, only recover and realise the assets of the foreign company in Singapore and, subject to paragraph (b) and subsection (6) —(i)
in a case where the foreign company is, or was prior to the liquidation or dissolution carrying on business as, a relevant company, pay the net amount so recovered and realised to the liquidator of that foreign company for the place where it was formed or incorporated after paying any debts and satisfying any liabilities incurred in Singapore by the foreign company; or
(ii)
in any other case, pay the net amount so recovered and realised to the liquidator of that foreign company for the place where it was formed or incorporated.
(4) Where a foreign company has been wound up so far as its assets in Singapore are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered pursuant to subsection (3).
(5) A liquidator of a foreign company appointed for Singapore by the Court must, before paying any amount so recovered and realised in Singapore to the liquidator of that foreign company for the place where it was formed or incorporated, be satisfied that the interests of creditors in Singapore are adequately protected.
(6) Section 203 applies to a foreign company wound up or dissolved pursuant to this section as if each reference to a company in that provision were substituted with a reference to a foreign company.
(7) In this section —“carrying on business” has the meaning given by section 366 of the Companies Act 1967;
“relevant company” means a foreign company that is any of the following:(a)
a banking corporation;
(b)
a merchant bank licensed under the Banking Act 1970;
(ba)
[Deleted by Act 18 of 2022 wef 28/04/2023]
(c)
a finance company licensed under section 6 of the Finance Companies Act 1967;
(ca)
a financial institution approved under section 4 of the Financial Services and Markets Act 2022;[Act 18 of 2022 wef 28/04/2023]
(d)
a licensed insurer licensed under section 11 of the Insurance Act 1966;
(e)
a recognised market operator as defined in section 2(1) of the Securities and Futures Act 2001;
(f)
a licensed foreign trade repository as defined in section 2(1) of the Securities and Futures Act 2001;
(g)
a recognised clearing house as defined in section 2(1) of the Securities and Futures Act 2001;
(h)
an approved holding company as defined in section 2(1) of the Securities and Futures Act 2001;
(i)
a holder of a capital markets services licence granted under section 86 of the Securities and Futures Act 2001 that does not only carry on the business of providing credit rating services;
(j)
[Deleted by Act 32 of 2024 wef 25/11/2024]
(k)
a financial adviser licensed under section 10 of the Financial Advisers Act 2001;
(l)
a licensed trust company licensed under section 5 of the Trust Companies Act 2005;
(m)
an operator of a payment system designated under section 42 of the Payment Services Act 2019;
(n)
a person that has in force a licence granted under section 6 of the Payment Services Act 2019 that entitles the person to carry on a business of providing one or more of the following payment services:(i)
a cross‑border money transfer service;
(ii)
a domestic money transfer service;
(iii)
an e‑money issuance service;
(iv)
a merchant acquisition service.[2/2019; 1/2020]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
