Application of sections 442, 443 and 444, etc.
Open ↗441.—(1) Sections 442, 443 and 444 do not apply to —(a)
the filing, lodgment or submission of a notice or other document with or to the Registrar of Companies or the Official Receiver;
(b)
the filing of any notice or other document with the Court;
(c)
the service of a written demand mentioned in section 125(2)(a); or
(d)
the service of a statutory demand mentioned in section 312.
(2) In this section and sections 442, 443 and 444, “document” has the meaning given by section 61(1).
(3) In sections 443, 444, 445 and 446, “relevant officeholder” means —(a)
in relation to a company —(i)
the Official Receiver, when acting as liquidator or provisional liquidator; or
(ii)
a liquidator, provisional liquidator, judicial manager, or receiver or manager; and
(b)
in relation to an individual —(i)
the Official Assignee;
(ii)
a person appointed as a trustee in bankruptcy; or
(iii)
a nominee under a voluntary arrangement approved under Part 14.
Electronic delivery in insolvency proceedings — general
Open ↗442.—(1) Unless in any particular case some other form of delivery is required by this Act, the regulations, the rules or an order of the Court and subject to subsections (3) and (4), a notice or other document may be given, delivered or sent by electronic means provided that the intended recipient of the notice or other document has —(a)
consented (whether in the specific case or generally) to electronic delivery (and has not revoked that consent); and
(b)
provided an electronic address for delivery.
(2) In the absence of evidence to the contrary, a notice or other document is presumed to have been delivered where —(a)
the sender can produce a copy of the electronic message which —(i)
contained the notice or other document, or to which the notice or other document was attached; and
(ii)
shows the time and date the message was sent; and
(b)
that electronic message contains the address provided under subsection (1)(b).
(3) A message is deemed to have been delivered to the recipient at 9 a.m. on the next business day after the message was sent if the message was sent electronically —(a)
after 6 p.m. but at or before 11.59 p.m. on a business day; or
(b)
on a day other than a business day.
(4) A message sent electronically before 9 a.m. on a business day is deemed to have been delivered to the recipient at 9 a.m. on that business day.
Electronic delivery by relevant officeholders
Open ↗443.—(1) Where a relevant officeholder gives, sends or delivers a notice or other document to any person by electronic means under section 442, the notice or document must contain or be accompanied by a statement that the recipient may request a hard copy of the notice or document and that specifies an electronic address to which a request for a hard copy may be addressed.
(2) Where a hard copy of the notice or other document is requested, the relevant officeholder must send a hard copy of the notice or document within 7 days after the relevant officeholder receives the request.
(3) A relevant officeholder must not, unless provided otherwise by regulations, require a person making a request under subsection (2) to pay a fee for the supply of the document.
Use of Internet websites by relevant officeholder
Open ↗444.—(1) A relevant officeholder required to give, deliver or send a document to any person may (other than in a case where personal service is required) satisfy that requirement by sending that person a notice —(a)
stating that the document is available for viewing and downloading on an Internet website;
(b)
specifying the address of that Internet website together with any password necessary to view and download the document from that site; and
(c)
containing a statement that the person to whom the notice is given, delivered or sent may request a hard copy of the document and that specifies an electronic address to which a request for hard copy may be sent.
(2) Where a notice is sent under subsection (1), the document to which the notice relates must —(a)
be available on the Internet website for a period of not less than 3 months after the date on which the notice is sent; and
(b)
must be in such a format as to enable the document to be downloaded from the Internet website within a reasonable time of an electronic request being made for the document to be downloaded.
(3) Where a hard copy of the document is requested, it must be sent within 7 days of the receipt of the request by the relevant officeholder.
(4) A relevant officeholder must not, unless provided otherwise by regulations, require a person making a request under subsection (3) to pay a fee for the supply of the document.
(5) Where a document is given, delivered or sent to a person by means of an Internet website in accordance with this section, it is deemed to have been delivered at the later of the following times:(a)
the time when the document was first made available on the Internet website;
(b)
the time when the notice under subsection (1) was delivered to that person.
Remote attendance at meetings
Open ↗445.—(1) Subject to subsection (2), this section applies to —(a)
any meeting of the creditors of an individual or a company summoned under this Act or the regulations;
(b)
any meeting of the members or contributories of a company summoned by the relevant officeholder under this Act or the regulations, other than a meeting of the members of a company in a members’ voluntary winding up;
(c)
any meeting of the committee of inspection of a company called by the liquidator under section 151(2); or
(d)
any meeting of the creditors’ committee convened by the Official Assignee under section 331(2).
(2) Where the person summoning a meeting (called in this section the convener) considers it appropriate, the meeting may be conducted and held in such a way that persons who are not present together at the same place may attend it.
(3) Where a meeting is conducted and held in the manner mentioned in subsection (2), a person attends the meeting if that person is able to exercise any rights which that person may have to speak and vote at the meeting.
(4) For the purposes of this section —(a)
a person is able to exercise the right to speak at a meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting; and
(b)
a person is able to exercise the right to vote at a meeting when —(i)
that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
(ii)
that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
(5) The convener of a meeting which is to be conducted and held in the manner mentioned in subsection (2) must make appropriate arrangements to —(a)
enable those attending the meeting to exercise their rights to speak or vote; and
(b)
ensure the identification of those attending the meeting and the security of any electronic means used to enable attendance.
(6) Where in the reasonable opinion of the convener —(a)
a meeting which is to be conducted and held in the manner mentioned in subsection (2) will be attended by persons who will not be present together at the same place; and
(b)
it is unnecessary or inexpedient to specify a place for the meeting,
any requirement under this Act or the regulations to specify a place for the meeting may be satisfied by specifying the arrangements the convener proposes to enable persons to exercise their rights to speak or vote.
(7) In making the arrangements mentioned in subsection (5) and in forming the opinion mentioned in subsection (6)(b), the convener must have regard to the legitimate interests of the members or contributories of the company, creditors and others attending the meeting in the efficient despatch of the business of the meeting.
(8) If —(a)
the notice of a meeting which is to be conducted and held in the manner mentioned in subsection (2) does not specify a place for the meeting;
(b)
the convener is requested in accordance with the regulations to specify a place for the meeting; and
(c)
that request is made —(i)
in the case of a meeting of creditors or contributories, by at least 10% in value of the creditors or contributories; or
(ii)
in the case of a meeting of members of the company, by members representing at least 10% of the total voting rights of all the members having at the date of the request a right to vote at the meeting,
it is the duty of the convener to specify a place for the meeting.
(9) Where a person attends, in accordance with subsection (3), a meeting conducted and held in the manner mentioned in subsection (2), that person is deemed for the purposes of this Act to be present in person at the meeting.
(10) In this section, “members’ voluntary winding up” has the meaning given by section 61(1).
Resolutions by correspondence
Open ↗446.—(1) A relevant officeholder may seek to obtain the passing of a resolution by creditors or contributories without holding a meeting by giving notice of the resolution to every creditor or contributory who is entitled to be notified of a meeting at which the resolution could be passed.
(2) In order to be counted, a vote must —(a)
be received by the relevant officeholder by 1 p.m. on the closing date specified in the notice;
(b)
be in writing or in a permitted alternative form; and
(c)
in the case of a vote cast by a creditor, be accompanied by a proof of debt unless it has already been lodged with the relevant officeholder.
(3) If any vote cast by a creditor is received without a proof of debt, or the relevant officeholder decides that the creditor or contributory is not entitled to vote under the Act or the regulations, then that creditor’s or contributory’s vote must be disregarded.
(4) The closing date may be set at the discretion of the relevant officeholder, but in any event it must not be set less than 14 days after the giving of notice mentioned in subsection (1).
(5) For the resolution to be passed, the relevant officeholder must receive at least one valid vote by the closing date specified in the notice.
(6) If no valid vote is received by the closing date specified, the relevant officeholder must call a meeting of creditors or contributories at which the resolution could be passed.
(7) Creditors whose debts amount to at least 10% of the total debts of the company may, within 7 days after the giving of notice provided for in subsection (1), require the relevant officeholder to summon a meeting of creditors to consider the resolution.
(8) Contributories representing at least 10% of the total value of all contributories may, within 7 days after the giving of notice provided for in subsection (1), require the relevant officeholder to summon a meeting of contributories to consider the resolution.
(9) A reference in this Act or the regulations to a resolution passed at a creditors’ or contributories’ meeting includes a reference to a resolution passed under this section.
(10) For the purposes of subsection (2), a vote is “in a permitted alternative form” if, and only if, it is sent or otherwise supplied in a form other than writing that —(a)
is currently agreed between the relevant officeholder and the creditor or contributory as a form in which the vote may be sent or otherwise supplied to the relevant officeholder; and
(b)
is such that votes sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.
Amendment of Schedules
Open ↗447. The Minister may, by order in the Gazette, add to, vary or amend the Second or Third Schedule.
Rules of Court
Open ↗448.—(1) The Rules Committee appointed under section 80(3) of the Supreme Court of Judicature Act 1969 may make Rules of Court —(a)
to regulate and prescribe —(i)
proceedings and the practice and procedure of the Court under this Act;
(ii)
proceedings and the practice and procedure of the Appellate Division of the High Court or the Court of Appeal on an appeal from the Court; and
(iii)
any matters incidental to or relating to any such proceedings, practice and procedure;
(b)
to provide for fees and costs for the proceedings mentioned in paragraph (a);
(c)
to prescribe rules as to meetings ordered by the Court;
(d)
to prescribe such matters as are required by this Act to be prescribed by Rules of Court made under this section; and
(e)
to provide for matters generally with respect to corporate insolvency proceedings or bankruptcy proceedings under this Act.[40/2019]
(2) Without limiting subsection (1), the Rules of Court made under this section may provide for the following matters:(a)
the manner in which, and the time within which, any application is to be made to the Court, the Appellate Division of the High Court or the Court of Appeal under this Act;
(b)
the part of the business which may be transacted by a Judge in court or in chambers, and the part of the jurisdiction and powers which may be exercised by a Judge in court or in chambers, which may be transacted or exercised by the Registrar (including provisions for appeals against decisions of the Registrar);
(c)
the procedure to be followed on appeals from the Court to the Appellate Division of the High Court or the Court of Appeal;
(d)
the scales of allowances, costs and fees to be taken or paid to any party or witness in any proceedings in the Court, the Appellate Division of the High Court or the Court of Appeal, and any matters relating to the costs of proceedings in such courts;
(e)
any rules enabling proceedings —(i)
to be commenced in the Court against the estate of a deceased person (whether by the appointment of a person to represent the estate or otherwise) where no grant of probate or letters of administration has been made;
(ii)
purporting to have been commenced in the Court by or against a person to be treated, if the person was dead at their commencement, as having been commenced by or against (as the case may be) the person’s estate, whether or not a grant of probate or letters of administration was made before their commencement; and
(iii)
commenced or treated as commenced in the Court by or against the estate of a deceased person to be maintained (whether by substitution of parties, amendment or otherwise) by or against (as the case may be) a person appointed to represent the estate or, if a grant of probate or letters of administration is or has been made, by or against the personal representatives;
(f)
the means by which particular facts may be proved, and the mode in which evidence of those facts may be given, in any proceedings or on any application in connection with or at any stage of any proceedings;
(g)
the joinder of parties and for prescribing in what cases persons absent, but having an interest in a cause or matter, are to be bound by any order made in the cause or matter, and the causes or matters in which orders may be made for the representation of absent persons by one or more parties to a cause or matter;
(h)
the rate of interest payable on all debts, including judgment debts, or on the sums found due on taking accounts between parties, or on sums found due and unpaid by receivers or other persons liable to account to the Court, except that the rate of interest must not exceed 8% per annum in any case, unless it has been otherwise agreed between the parties;
(i)
the cases in which money due under a judgment or order is to be paid into court;
(j)
the modes in which an enforcement order for seizure and sale of property may be executed, the manner in which seizure may be made of any property seizable under the enforcement order for seizure and sale of property, the mode of sale by the Sheriff or any other officer of the Court of any property so seized, and the manner in which the right and title of purchasers of the property at any sale by any officer of the Court may be secured to the purchasers;[Act 25 of 2021 wef 01/04/2022]
(k)
the discovery of a judgment debtor’s property in aid of the enforcement of any judgment or order;[Act 25 of 2021 wef 01/04/2022]
(l)
the taking of evidence before an examiner on commission or by letters of request, and the circumstances in which evidence so taken may be read on the trial of an action;
(m)
the cases in which and the conditions on which a court may act upon the certificate of accountants, actuaries or other scientific persons;
(n)
the duties of the Accountant appointed under section 66(1) of the Supreme Court of Judicature Act 1969 in respect of funds or property in the custody of the Court, and in particular the mode of transfer of securities into the name of the Accountant, the method of investment of any such funds, the rate of interest to be charged on those funds, and the manner in which unclaimed funds may be dealt with.[40/2019]
(3) All Rules of Court made under this section must be presented to Parliament as soon as possible after publication in the Gazette.
Regulations
Open ↗449.—(1) The Minister may make regulations for the purposes of carrying into effect the objects of this Act.
(2) Without limiting subsection (1), the Minister may make regulations with respect to —(a)
the duties and functions of the Official Assignee and the Official Receiver and other persons appointed to assist with the administration of this Act;
(b)
all matters connected with or arising out of a compromise or an arrangement between a company and its creditors or any class of those creditors;
(c)
the releasing of a debtor from any obligation under Part 15;
(d)
the circumstances to be taken into account in the approval or modification of a debt repayment plan;
(e)
the powers and procedures of the Appeal Panel under section 304;
(f)
the procedures of an Appeal Panel Committee under section 304;
(g)
the information and documents to be furnished by a debtor to the Official Assignee relating to the debtor’s property, debts and other financial affairs;
(h)
the convening and conduct of, and the participation of a debtor and the debtor’s creditors in and their respective obligations at, meetings held under Parts 14 and 15;
(i)
the inspection of documents submitted to the Official Assignee under Part 15;
(j)
the circumstances in which a creditor may claim interest in the creditor’s proof of debt despite the absence of any previous agreement or reservation as to interest, and the rate of interest that may be claimed in such circumstances;
(k)
meetings of creditors, the functions, membership and proceedings of a creditors’ committee in a bankruptcy;
(l)
the proof of debts, the manner and conditions of proving a debt and the manner and expenses of establishing the value of any debt or security;
(m)
the scale of appropriation of salary under section 372;
(n)
all matters connected with or arising out of the judicial management of a company by a judicial manager, including the appointment of the judicial manager;
(o)
the grant and renewal of licences of licensed insolvency practitioners;
(p)
the requirements applicable to licensed insolvency practitioners;
(q)
the electronic submission of documents and forms to the Official Assignee or the Official Receiver;
(r)
the lodging or registration of documents and the time and manner of submission of documents for lodging or registration;
(s)
prescribing forms for the purposes of this Act;
(t)
prescribing any fees payable under this Act;
(u)
prescribing the penalties payable for the late lodgment of any document;
(v)
prescribing the manner in which prescribed fees and penalties are to be paid;
(w)
the waiver, refund or remission, whether wholly or in part, of any fee or penalty chargeable under this Act;
(x)
providing for the service of documents, and the giving of notices, required or allowed under this Act, except documents and notices for proceedings in a court;
(y)
prescribing offences which may be compounded; and
(z)
all matters or things which by this Act are required or permitted to be prescribed otherwise than by rules or which are necessary or expedient to be prescribed for giving effect to this Act.
(3) The powers conferred by this section do not extend to any matter for which Rules of Court may be made under section 448.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
