Application of this Part
Open ↗73.—(1) This Part applies to every person who —(a)
is appointed as receiver or manager of the property (whether in Singapore or elsewhere) of a company; or
(b)
is appointed in Singapore, whether pursuant to an order of court or otherwise, as receiver or manager of the property in Singapore of a corporation.
(2) Every person who is appointed outside Singapore as receiver or manager of the property in Singapore of a corporation, must before acting as receiver or manager of the property in Singapore of that corporation, lodge with the Registrar of Companies a notice of appointment stating the date the person was so appointed.
(3) Upon the lodgment of the notice mentioned in subsection (2), sections 75 to 78, 81(2) and (3), 82, 85, 86 and 87 apply to the person and the corporation mentioned in that subsection.
(4) Any person who defaults in complying with subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
(5) Any reference in this Part to a receiver includes a reference to a receiver and manager.
(6) In this section, a person is deemed to be appointed in Singapore as receiver or manager of any property if —(a)
the person is appointed as the receiver or manager of the property under the powers contained in any instrument; and
(b)
the person’s usual place of business is in Singapore.
(7) In this Part, “corporation” means a corporation other than a company.
Disqualification from appointment as receiver or manager
Open ↗74.—(1) The following are not qualified to be appointed, and must not act, as a receiver or manager of the property of a company (called in this subsection the relevant company), or of the property in Singapore of a corporation (called in this subsection the relevant corporation):(a)
a company or corporation;
(b)
an undischarged bankrupt;
(c)
a chargee or other security holder of any property of the relevant company or relevant corporation;
(d)
an auditor of the relevant company or relevant corporation;
(e)
a director, secretary or employee of the relevant company or relevant corporation, or of any company or corporation that is a chargee or other security holder of the property of the relevant company or relevant corporation;
(f)
any individual (other than the Official Receiver) who is not a licensed insolvency practitioner.
(2) Subsection (1)(a) does not apply to any company or corporation authorised by any written law to act as a receiver or manager of the property of a company, or of the property in Singapore of a corporation.
(3) Subsection (1) does not apply to a person acting as a receiver or manager of the property of a company, or of the property in Singapore of a corporation, under an appointment validly made before 30 July 2020.
Liability of receiver or manager
Open ↗75.—(1) This section applies to any person entering into possession of any property of a company, or of any property in Singapore of a corporation, as receiver or manager of the property for the purpose of enforcing any charge or other security.
(2) The person mentioned in subsection (1) is, despite any agreement to the contrary, but without prejudice to that person’s rights against the company or corporation or any other person —(a)
personally liable on any contract entered into by that person in the performance of that person’s functions (except insofar as the contract otherwise provides) and, to the extent of any qualifying liability, on any contract of employment adopted by that person in the performance of those functions; and
(b)
entitled in respect of each liability mentioned in paragraph (a) to an indemnity out of the property of the company or corporation.
(3) Subsection (2) must not be so construed as to constitute the person who is entitled to the charge or other security a mortgagee in possession.
(4) Where at any time the receiver or manager vacates office —(a)
the remuneration of the receiver or manager, and any expenses properly incurred by the receiver or manager; and
(b)
any indemnity to which the receiver or manager is entitled out of the property of the company or corporation,
are to be charged on and paid out of any property of the company or corporation that is in the custody or under the control of the receiver or manager at that time, in priority to any charge or other security held by the person by whom or on whose behalf the receiver or manager was appointed.
(5) For the purposes of subsection (2)(a), a liability under a contract of employment is a qualifying liability if that liability is incurred while the receiver or manager is in office, is in respect of a contract of employment with the company or corporation, and is a liability to pay any of the following:(a)
a sum by way of wages or salary;
(b)
remuneration payable in respect of accrued vacation leave;
(c)
an amount due as a retrenchment benefit, an ex gratia payment, or a payment in lieu of notice under any contract of employment, award or agreement;
(d)
contributions as the employer of any person under any written law relating to employees’ superannuation or provident funds or under any scheme of superannuation which is an approved scheme under the law relating to income tax.
(6) Where a sum payable in respect of a qualifying liability mentioned in subsection (2)(a) is payable partly before and partly after the appointment of the receiver or manager, the personal liability of the receiver or manager under subsection (2) only extends to so much of that sum as is payable after the appointment of the receiver or manager.
Application for directions
Open ↗76.—(1) A receiver or manager of the property of a company, or of the property in Singapore of a corporation, may apply to the Court for directions in relation to any matter arising in connection with the performance of the functions of the receiver or manager.
(2) Where the receiver or manager has been appointed to enforce any charge or other security for the benefit of holders of debentures of the company or corporation, any such debenture holder may apply to the Court for directions in relation to any matter arising in connection with the performance of the functions of the receiver or manager.
(3) On an application under subsection (1) or (2), the Court may give such directions, or may make such order (whether declaring the rights of persons before the Court or otherwise), as the Court thinks just.
Liability for invalid appointment of receiver or manager
Open ↗77. Where the appointment of a person as the receiver or manager of the property of a company, or of the property in Singapore of a corporation, under powers contained in an instrument is discovered to be invalid (whether by virtue of the invalidity of the instrument or otherwise), the Court may order the person by whom or on whose behalf the appointment was made to indemnify the person appointed against any liability that arises solely by reason of the invalidity of the appointment.
Power of Court to fix remuneration of receivers or managers
Open ↗78.—(1) The Court may, on application of —(a)
a company or corporation;
(b)
the liquidator of a company or corporation; or
(c)
the person who appointed the receiver or manager,
by order fix the amount to be paid by way of remuneration to any person who has been appointed as receiver or manager of the property of the company or of the property in Singapore of the corporation.
(2) The power of the Court, where no previous order has been made with respect to that matter —(a)
extends to fixing the remuneration for any period before the making of the order or the application for the order;
(b)
is exercisable even though the receiver or manager has died or ceased to act before the making of the order or the application for the order; and
(c)
where the receiver or manager has been paid, or has retained for the remuneration of the receiver or manager, for any period before the making of the order, any amount in excess of that fixed for that period — extends to requiring the receiver or manager, or the personal representatives of the receiver or manager, to account for the excess or such part of the excess as may be specified in the order.
(3) The power conferred by subsection (2)(c) must not be exercised in respect of any period before the making of the application for the order, unless in the opinion of the Court there are special circumstances making it proper for the power to be so exercised.
(4) The Court may from time to time, on an application made by the receiver or manager, or any of the persons mentioned in subsection (1), vary or amend an order made under this section.
Appointment of liquidator as receiver or manager
Open ↗79. Where an application is made to the Court to appoint a receiver or manager of the property of a company, or of the property in Singapore of a corporation, on behalf of the debenture holders or other creditors of the company or corporation, and that company or corporation is being wound up by the Court, the Court may appoint the liquidator of that company or corporation as the receiver or manager of the property of the company or of the property in Singapore of that corporation.
Time from which appointment of receiver or manager is effective
Open ↗80.—(1) If any person obtains an order for the appointment of a receiver or manager of the property of a company, or of the property in Singapore of a corporation, the appointment is deemed to be made at the time the order is made.
(2) If any person is appointed as a receiver or manager of the property of a company, or of the property in Singapore of a corporation, under any powers contained in any instrument, the appointment —(a)
is of no effect unless it is accepted by that person before the end of the business day next following that on which the instrument of appointment is received by or on behalf of that person; and
(b)
subject to paragraph (a), is deemed to be made at the time at which the instrument of appointment is so received.
(3) This section applies to the appointment of 2 or more persons as joint receivers or managers of the property of a company, or of the property in Singapore of a corporation, subject to such modifications as may be prescribed by regulations.
Notification of appointment of receiver or manager
Open ↗81.—(1) If any person obtains an order for the appointment of a receiver or manager of the property of a company, or of the property in Singapore of a corporation, or appoints such a receiver or manager under any powers contained in any instrument, that person must within 7 days after obtaining the order or making the appointment, lodge notice of that fact with the Official Receiver and the Registrar of Companies.
(2) Where any person appointed as receiver or manager of the property of a company, or of the property in Singapore of a corporation, under the powers contained in any instrument ceases to act as such, that person must within 7 days after the cessation lodge with the Official Receiver and the Registrar of Companies notice to that effect.
(3) Any person who defaults in complying with the requirements in subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
Statement that receiver or manager is appointed
Open ↗82.—(1) Where a receiver or manager of the property of a company, or of the property in Singapore of a corporation, has been appointed —(a)
every invoice, order for goods, business letter, order form or other correspondence (whether in hard copy, electronic or any other form) issued by or on behalf of the company or corporation, the receiver or manager, or the liquidator of the company or corporation, being a document on or in which the name of the company or corporation appears; and
(b)
every Internet website of the company or corporation on or in which the name of the company or corporation appears,
must state, immediately after the name of the company or corporation where it first appears in that document or Internet website, that a receiver or manager has been appointed.
(2) If there is any default in complying with this section, each of the following shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty:(a)
the company or corporation;
(b)
each of the following persons who knowingly and wilfully authorises or permits the default:(i)
an officer of the company or corporation;
(ii)
a liquidator of the company or corporation;
(iii)
a receiver or manager of the property of the company, or of the property in Singapore of the corporation.
Provisions as to information where receiver or manager is appointed
Open ↗83.—(1) Where a receiver or manager of the property of a company, or of the property in Singapore of a corporation, is appointed —(a)
the receiver or manager must immediately send notice to the company or corporation of the appointment;
(b)
there must, within 14 days after the company or corporation receives the notice, or such longer period as may be allowed by the Court or by the receiver or manager, be made out and submitted to the receiver or manager in accordance with section 84 a statement in the prescribed form as to the affairs of the company or corporation; and
(c)
the receiver or manager must within 30 days after receipt of the statement —(i)
lodge, with the Official Receiver and the Registrar of Companies, a copy of the statement and of any comments the receiver or manager sees fit to make in respect of the statement;
(ii)
send to the company or corporation a copy of any comments mentioned in sub‑paragraph (i) or, if the receiver or manager does not see fit to make any such comment, a notice to that effect; and
(iii)
where the receiver or manager is appointed by or on behalf of the holders of debentures of the company or corporation, send to the trustees, if any, for those holders, a copy of the statement and any comments mentioned in sub‑paragraph (i).
(2) Subsection (1) does not apply in relation to the appointment of a receiver or manager to act with an existing receiver or manager or in place of a receiver or manager who is dying or ceasing to act, except that, where that subsection applies to a receiver or manager who dies or ceases to act before that subsection has been fully complied with, the references in paragraphs (b) and (c) of that subsection to the receiver or manager (subject to subsection (3)) include references to the successor of the receiver or manager and to any continuing receiver or manager.
(3) Where the company or corporation is being wound up, this section and section 84 apply even if the receiver or manager and the liquidator are the same person, but with any necessary modifications arising from that fact.
(4) Any person who defaults in complying with any of the requirements of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
Special provisions as to statement submitted to receiver or manager
Open ↗84.—(1) The statement as to the affairs of a company or corporation required by section 83 to be submitted to the receiver or manager must show, as at the date of the appointment of the receiver or manager —(a)
the particulars of the assets, debts and liabilities of the company or corporation;
(b)
the names and addresses of the creditors of the company or corporation;
(c)
the securities held by the creditors respectively;
(d)
the dates when the securities were respectively given; and
(e)
such further or other information as may be prescribed.
(2) The statement must be submitted by, and be verified by affidavit of —(a)
all of the following persons:(i)
one or more of the persons who were, at the date of the appointment of the receiver or manager, the directors of the company or corporation;
(ii)
the person who was at that date the secretary of the company or corporation; or
(b)
if the persons mentioned in paragraph (a) are not able or willing to submit and verify the statement, such of the persons mentioned in subsection (3) as the receiver or manager may require to submit and verify the statement.
(3) The persons mentioned in subsection (2)(b) are —(a)
any person who is or has been an officer of the company or corporation;
(b)
any person who has taken part in the formation of the company or corporation at any time within one year before the date of the appointment of the receiver or manager; and
(c)
any person who is in the employment of the company or corporation, or has been in the employment of the company or corporation within one year before the date of the appointment of the receiver or manager, and is in the opinion of the receiver or manager capable of giving the information required.
(4) Any person making the statement and affidavit is allowed, and is to be paid by the receiver or manager (or the successor of the receiver or manager) out of the receipts of the receiver or manager, such costs and expenses incurred in preparing and making the statement and affidavit as the receiver or manager (or successor) may consider reasonable, subject to an appeal to the Court.
(5) Any person who defaults in complying with this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
(6) References in this section to the successor of the receiver or manager include a continuing receiver or manager.
Lodging of accounts of receivers or managers
Open ↗85.—(1) Every receiver or manager of the property of a company, or of the property in Singapore of a corporation, must —(a)
within 30 days after the expiry of the period of 6 months starting on the date of the appointment of the receiver or manager and of every subsequent period of 6 months, and within 30 days after the receiver or manager ceases to act as receiver or manager, lodge with the Official Receiver and the Registrar of Companies a detailed account in the prescribed form showing —(i)
the receipts and the payments of the receiver or manager during each applicable period of 6 months or, where the receiver or manager ceases to act as receiver or manager, during the period starting on the day immediately after the end of the last period of 6 months for which an account was lodged or was required to be lodged under this paragraph or starting on the date of the appointment (as the case may be) and ending on the date of the cessation;
(ii)
the aggregate amount of those receipts and payments during all preceding periods of 6 months since the appointment; and
(iii)
where the receiver or manager has been appointed pursuant to the powers contained in any instrument —(A)
the amount owing under that instrument at the time of the appointment, in the case of the first account, and at the expiry of every 6 months after the appointment and, where the receiver or manager has ceased to act as receiver or manager at the date of the cessation; and
(B)
the estimate by the receiver or manager of the total value of all property of the company or corporation that are subject to that instrument; and
(b)
before lodging any such account, verify by affidavit all accounts and statements contained in that account.
(2) The Official Receiver may, on the Official Receiver’s own motion or on the application of the company or corporation or a creditor of the company or corporation, cause the accounts to be audited by a public accountant appointed by the Official Receiver.
(3) For the purpose of the audit mentioned in subsection (2), the receiver or manager must furnish the auditor with such vouchers and information as the auditor requires, and the auditor may at any time require the production of and inspect any books of account kept by the receiver or manager or any document or other records relating to the accounts.
(4) Where the Official Receiver causes the accounts to be audited upon the request of the company or corporation or a creditor of the company or corporation, the Official Receiver may require the requesting company, corporation or creditor to give security for the payment of the cost of the audit.
(5) The costs of an audit under subsection (2) must be fixed by the Official Receiver and be paid by the receiver or manager, unless the Official Receiver otherwise determines.
(6) Every receiver or manager who defaults in complying with this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
(7) For the purposes of this section, where a person is appointed outside Singapore as receiver or manager of the property in Singapore of a corporation, the date of lodgment of the notice of appointment mentioned in section 73(2) is deemed to be the date of appointment of that person.
Payments of certain debts out of property subject to floating charge in priority to claims under charge
Open ↗86.—(1) Where —(a)
a person is appointed as receiver or manager of the property of a company, or of the property in Singapore of a corporation, on behalf of the holders of any debentures of the company or corporation secured by a floating charge; or
(b)
possession is taken by or on behalf of debenture holders of any such property comprised in or subject to a floating charge,
then, if the company or corporation is not at the time in the course of being wound up, debts that in a winding up are preferential debts and are due by way of wages, salary, retrenchment benefit or ex gratia payment, vacation leave or superannuation or provident fund payments, and any amount that in a winding up is payable pursuant to section 203(5) or (7), must be paid, out of any such property coming to the hands of the receiver or manager or other person taking possession, in priority to any claim for principal or interest in respect of the debentures and in the same order of priority as is prescribed by section 203 in respect of those debts and amounts.
(2) In subsection (1), “floating charge” means a charge which, as created, was a floating charge.
(3) For the purposes of subsection (1), the references in section 203(1)(e), (g) and (h) to the commencement of the winding up are to be read as a reference to the date of the appointment of the receiver or manager or of possession being taken as mentioned in that subsection, as the case requires.
(4) Any payments made under this section must be recouped as far as may be out of the property of the company or corporation available for payment of general creditors.
Enforcement of duty of receiver or manager, etc., to make returns
Open ↗87.—(1) If any receiver or manager of the property of a company, or of the property in Singapore of a corporation, who has defaulted in making or lodging any return, account or other document, or in giving any notice required by law, fails to make good the default within 14 days after the service, on the receiver or manager by any member or creditor of the company or corporation or trustee for debenture holders, of a notice requiring the receiver or manager to do so, the Court may, on an application made for the purpose by the person who has given the notice, make an order directing the receiver or manager to make good the default within such time as is specified in the order.
(2) If it appears that any receiver or manager of the property of a company, or of the property in Singapore of a corporation —(a)
has misapplied, retained or become liable or accountable for any money or property of the company or corporation; or
(b)
has been guilty of any misfeasance or breach of trust or duty in relation to the company or corporation,
the Court may, on the application of any creditor or contributory, or of the liquidator, of the company or corporation, examine the conduct of the receiver or manager, and compel the receiver or manager to repay or restore the money or property, or any part of the money or property, with interest at such rate as the Court thinks just, or to contribute such sum to the property of the company or corporation by way of compensation in respect of the misapplication, retainer, misfeasance or breach of trust or duty as the Court thinks just.
(3) This section has effect even though the offence is one for which the offender is criminally liable.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
