# legal_provisions

document_id: irasa-1992
provision_ref: s17I
chapter: PART 5A - SCHEDULED PUBLIC SCHEMES
section: 17I
title: Arrest of persons
content:
17I. —(1) The chief executive officer or a specially authorised officer (called in this section and sections 17J, 17K and 17L an arresting officer), may arrest without warrant any person whom the arresting officer reasonably believes — ( a ) has committed any offence under section 17F(5); or ( b ) is doing any of the following: (i) destroying or attempting to destroy any document or thing with a view to hindering or obstructing the chief executive officer or an authorised investigating officer in the exercise of his or her powers; (ii) deleting or attempting to delete any information contained in any thing with a view to hindering or obstructing the chief executive officer or an authorised investigating officer in the exercise of his or her powers; (iii) resisting or attempting to resist, without reasonable excuse, the taking of any document or thing by the chief executive officer or an authorised investigating officer in the exercise of his or her powers, being any document, thing or information that may be relevant to an investigation of an offence under this Part, or that may be required as evidence in proceedings for an offence under this Part. (2) An arresting officer may search or cause to be searched an arrested person. (3) A woman must not be searched except by a woman. (4) An arresting officer making an arrest must, without unnecessary delay and subject to subsection (7) and the regulations mentioned in subsection (9), take or send an arrested person before a Magistrate’s Court. (5) An arresting officer must not detain in custody an arrested person for a longer period than under the circumstances of the case is reasonable. (6) Such period must not exceed 48 hours, excluding the time necessary for the journey from the place of arrest to the Magistrate’s Court. (7) An arrested person must not be released except — ( a ) on the person’s own bond; ( b ) on bail by a Magistrate or an arresting officer; or ( c ) under the special order in writing by a Magistrate or an arresting officer. (8) If any arrested person escapes, he or she may, at any time afterwards, be arrested in accordance with this section and section 17J. (9) The Authority, with the approval of the Minister, may make regulations under section 31 to provide for — ( a ) any matter relating to the release of any person on any bond, bail or special order under subsection (7); and ( b ) the arrest of any person with or without warrant by an arresting officer for a breach of the conditions of a bond, bail or special order or other specified circumstances. [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s17J
chapter: PART 5A - SCHEDULED PUBLIC SCHEMES
section: 17J
title: No unnecessary restraint
content:
17J. —(1) In making an arrest, an arresting officer must touch or confine the body of a person to be arrested unless the person submits to arrest by word or action. (2) If the person forcibly resists or tries to evade arrest, the arresting officer may use all reasonable means necessary to make the arrest. (3) An arrested person must not be subject to more restraint than is necessary to prevent the person’s escape. (4) An arresting officer may use handcuffs or any similar means of restraint on an arrested person to prevent the person from — ( a ) inflicting any bodily injury to himself or herself or others; ( b ) damaging any property; ( c ) creating any disturbance; or ( d ) escaping from custody. (5) The handcuffs or means of restraint must not be used for the purpose of punishment. [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s17K
chapter: PART 5A - SCHEDULED PUBLIC SCHEMES
section: 17K
title: Arresting officer to be armed
content:
17K. An arresting officer may be provided with such batons and accoutrements as may be necessary for the effective discharge of his or her duties under sections 17I and 17J. [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s17L
chapter: PART 5A - SCHEDULED PUBLIC SCHEMES
section: 17L
title: Search of place entered by person sought to be arrested
content:
17L. —(1) If an arresting officer has reason to believe that a person to be arrested under section 17I(1) is inside any building or place and demands entry to that building or place, any person who resides in or is in charge of the building or place must allow the arresting officer free entry and provide all reasonable facilities for a search in it. (2) If entry to that building or place cannot be gained under subsection (1), it is lawful for the arresting officer to enter and search the building or place. (3) For the purposes of subsection (2), if an arresting officer — ( a ) has stated his or her authority and purpose and demanded entry to a building or place; but ( b ) is unable to obtain entry, he or she may break open any outer or inner door or window, or use any other reasonable means, to gain such entry. [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s17M
chapter: PART 5A - SCHEDULED PUBLIC SCHEMES
section: 17M
title: Arrested person may be examined orally
content:
17M. —(1) The chief executive officer or an authorised investigating officer (called in this section an examining officer) may examine orally a person arrested under section 17I(1). (2) A person examined by an examining officer need not state anything that — ( a ) the person is under any statutory obligation (other than sections 128, 128A, 129 and 131 of the Evidence Act 1893) to observe secrecy; or ( b ) is information subject to legal privilege. (3) A statement made by an arrested person must — ( a ) be reduced to writing; ( b ) be read over to the person; ( c ) if the person does not understand English, be interpreted for the person in a language that the person understands; and ( d ) be signed by the person. (4) Any person who, without reasonable excuse, fails or refuses to answer any question when examined under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 12 months or to both. (5) The generality of the term “reasonable excuse” in subsection (4) is not affected by subsection (2). (6) Except as provided under subsection (2), it is not a defence to a charge under subsection (4) for a failure to provide any information required by an examining officer that the person is under a duty of secrecy in respect of that information (called in this section a displaced duty of secrecy). (7) A person who in good faith provides information required by an examining officer under subsection (1) is not treated as being in breach of a displaced duty of secrecy. (8) No civil or criminal action for a breach of a displaced duty of secrecy, other than a criminal action for an offence under subsection (9), lies against the person mentioned in subsection (7) for providing any information if the person had done so in good faith in compliance with a requirement of an examining officer under subsection (1). (9) Any person who, in purported compliance with a requirement of an examining officer under subsection (1), provides any information known to the person to be false or misleading in a material particular — ( a ) without indicating to the examining officer that the information is false or misleading and the part that is false or misleading; and ( b ) without providing correct information to the examining officer if the person is in possession of, or can reasonably acquire, the correct information, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. (10) In this section, “information subject to legal privilege” has the meaning given by section 17H(20). [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s17N
chapter: PART 5A - SCHEDULED PUBLIC SCHEMES
section: 17N
title: Disposal of item given or seized
content:
17N. —(1) Any item given to or seized by the chief executive officer or an authorised investigating officer under section 17G or 17H must — ( a ) where the item is produced in any criminal proceedings, be dealt with in accordance with section 364 of the Criminal Procedure Code 2010; or ( b ) in any other case, be dealt with in accordance with subsections (2), (3) and (4). (2) The chief executive officer or an authorised investigating officer must serve a written notice on the owner of the item instructing the owner to take custody of it within the period specified in the notice, which must be at least 5 days after the date of service of the notice. (3) If the owner fails to take custody of the item within the period specified in the notice, or where the owner is unknown or cannot be found, then — ( a ) if the item is a document (other than one specified in paragraph ( d ) or ( e ) of the definition of “document” in section 17H(20)), the item may be disposed of in any manner that the chief executive officer directs; or ( b ) if the item is anything not specified in paragraph ( a ), the chief executive officer must make a report of this to a Magistrate. (4) The Magistrate to whom a report is made under subsection (3)( b ) may order the item to be forfeited or disposed of in any manner that the Magistrate thinks fit. (5) This section does not affect any right to retain or dispose of any item which may exist in law apart from this section. [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s18
chapter: PART 6 - TRANSFER OF ASSETS, LIABILITIES AND EMPLOYEES
section: 18
title: Transfer to Authority of property, assets and liabilities of Inland Revenue Department
content:
18. —(1) As from 1 September 1992, all movable property vested in the Government immediately before that date and used or managed by the Inland Revenue Department, and all assets, interests, rights, privileges, liabilities and obligations of the Government relating to that Department (other than those in connection with taxes or licence fees for which the Department is responsible) are transferred to and vest in the Authority without further assurance. (2) If any question arises as to whether any particular property, or whether any particular asset, interest, right, privilege, liability or obligation has been transferred to or vested in the Authority under subsection (1), a certificate under the hand of the Minister for Finance is conclusive evidence that the property, asset, interest, right, privilege, liability or obligation was or was not so transferred or vested.


document_id: irasa-1992
provision_ref: s19
chapter: PART 6 - TRANSFER OF ASSETS, LIABILITIES AND EMPLOYEES
section: 19
title: Transfer of employees
content:
19. —(1) As from 1 September 1992, such categories of persons employed immediately before that date in the Inland Revenue Department as the Minister may determine are transferred to the service of the Authority on terms not less favourable than those enjoyed by them immediately prior to their transfer. (2) Until such time as terms and conditions of service are drawn up by the Authority, the scheme and terms and conditions of service in the Government continue to apply to every person transferred to the service of the Authority under subsection (1) as if the person were still in the service of the Government.


document_id: irasa-1992
provision_ref: s20
chapter: PART 6 - TRANSFER OF ASSETS, LIABILITIES AND EMPLOYEES
section: 20
title: Pension rights, etc., of Government employees to be preserved
content:
20. —(1) The terms and conditions to be drawn up by the Authority must take into account the salaries and terms and conditions of service, including any accrued rights to leave, enjoyed by the persons transferred to the service of the Authority under section 19 while in the employment of the Government; and any such term or condition relating to the length of service with the Authority must provide for the recognition of service under the Government by the persons so transferred to be service by them under the Authority. (2) Nothing in the terms and conditions to be drawn up by the Authority is to adversely affect the conditions that would have been applicable to persons transferred to the service of the Authority as regards any pension, gratuity or allowance payable under the Pensions Act 1956. (3) In every case where a person has been transferred to the service of the Authority under section 19, the Government is liable to pay to the Authority such portion of any pension, gratuity or allowance payable to such person on that person’s retirement as the same bears to the proportion which the aggregate amount of that person’s pensionable emoluments during that person’s service with the Government bears to the aggregate amount of that person’s pensionable emoluments during that person’s service under both the Government and the Authority. (4) Where any person in the service of the Authority whose case does not fall within the scope of any pension or other schemes established under this section retires or dies in the service of the Authority or is discharged from such service, the Authority may grant to that person or to such other person or persons wholly or partly dependent on that person, as the Authority thinks fit, such gratuity or allowance as the Authority may determine. (5) Where any person who is transferred to the service of the Authority under section 19 is a contributor under the Widows’ and Orphans’ Pension Act 1904, that person must for the purposes of that Act continue to make contributions under that Act as if that person had not been transferred to the service of the Authority and for the purposes of that Act that person’s service with the Authority is deemed to be service with the Government.


document_id: irasa-1992
provision_ref: s21
chapter: PART 6 - TRANSFER OF ASSETS, LIABILITIES AND EMPLOYEES
section: 21
title: No benefits in respect of abolition or reorganisation of office
content:
21. Despite the provisions of the Pensions Act 1956, no person who is transferred to the service of the Authority under section 19 is entitled to claim any benefit under the Pensions Act 1956 on the ground that that person has been retired from the service of the Government on account of abolition or reorganisation of office in consequence of the establishment and incorporation of the Authority.


document_id: irasa-1992
provision_ref: s22
chapter: PART 6 - TRANSFER OF ASSETS, LIABILITIES AND EMPLOYEES
section: 22
title: Existing contracts
content:
22. All deeds, bonds, agreements, instruments and arrangements, subsisting immediately before 1 September 1992, to which the Government is a party and relating to the Inland Revenue Department or to any person transferred to the service of the Authority under section 19, continue in force on and after that date and are enforceable by or against the Authority as if the Authority had been named therein or had been a party thereto instead of the Government.


document_id: irasa-1992
provision_ref: s23
chapter: PART 6 - TRANSFER OF ASSETS, LIABILITIES AND EMPLOYEES
section: 23
title: Continuation and completion of disciplinary proceedings
content:
23. —(1) Where on 1 September 1992 any disciplinary proceedings were pending against any employee of the Government transferred to the service of the Authority, the proceedings may be carried on and completed by the Authority; but where on that date any matter was in the course of being heard or investigated or had been heard or investigated by a committee acting under due authority but no order or decision had been rendered on that matter, the committee may complete the hearing or investigation and make such order, ruling or direction as it could have made under the authority vested in it before that date. (2) An order, ruling or direction made or given by a committee pursuant to this section is treated as an order, ruling or direction of the Authority and has the same force or effect as if it had been made or given by the Authority pursuant to the authority vested in the Authority under this Act.


document_id: irasa-1992
provision_ref: s24
chapter: PART 6 - TRANSFER OF ASSETS, LIABILITIES AND EMPLOYEES
section: 24
title: Misconduct or neglect of duty by employee before transfer
content:
24. The Authority may reprimand, reduce in rank, retire, dismiss or punish in some other manner a person who had, while in the employment of the Government, been guilty of any misconduct or neglect of duty which would have rendered the person liable to be reprimanded, reduced in rank, retired, dismissed or punished in some other manner if the person had continued to be in the employment of the Government and if this Act had not been enacted.


document_id: irasa-1992
provision_ref: s25
chapter: PART 7 - GENERAL
section: 25
title: No proceedings against Authority as agent of Government
content:
25. No action or legal proceedings shall be brought against the Authority in respect of any matter relating to any tax for which the Authority is acting as agent of the Government.


document_id: irasa-1992
provision_ref: s26
chapter: PART 7 - GENERAL
section: 26
title: Proceedings conducted by officers of Authority
content:
26. —(1) Proceedings in respect of any offence under this Act or any regulations made under this Act or any of the Acts specified in the Third Schedule or any subsidiary legislation made under any of those Acts may, with the authorisation of the Public Prosecutor, be conducted by an officer of the Authority who is authorised to conduct such proceedings by the Commissioner of Inland Revenue. (2) Despite any written law, a legal officer of the Authority who has been admitted as an advocate and solicitor under the Legal Profession Act 1966 may appear in any civil proceedings involving the Authority or any person holding any of the offices specified in the Fourth Schedule in the performance of his or her functions under any written law so specified, and may make and do all acts and applications in respect of such proceedings on behalf of the Authority or such person, as the case may be.


document_id: irasa-1992
provision_ref: s27
chapter: PART 7 - GENERAL
section: 27
title: Preservation of secrecy
content:
27. —(1) Except for the purpose of the performance of his or her duties or the exercise of his or her functions or when lawfully required to do so by any court or where required or allowed by the provisions of any written law, a person who is or has been a member, an officer, an employee or an agent of the Authority or a member of a committee of the Authority must not disclose any information relating to the affairs of the Authority or of any other person which has been obtained by that person in the performance of his or her duties or the exercise of his or her functions. [5/2018] (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding one year or to both.


document_id: irasa-1992
provision_ref: s27A
chapter: PART 7 - GENERAL
section: 27A
title: Protection of informers
content:
27A. —(1) Except as provided in subsection (3), no witness in any civil or criminal proceedings commenced is obliged or permitted — ( a ) to disclose the identity of an informer who has given any information with respect to an offence under Part 5A; or ( b ) to answer any question if the answer to the question would lead, or would tend to lead, to the discovery of the identity of the informer. (2) If any document which is in evidence or liable to inspection in any civil or criminal proceedings contains any entry in which any informer is named or described or which may lead to the discovery of the informer’s identity, the court must cause the entry to be concealed from view or to be obliterated so far only as may be necessary to protect the informer from discovery. (3) If — ( a ) in any proceedings for an offence under any written law, the court, after full enquiry into the case, believes that the informer wilfully made a material statement which the informer knew or believed to be false or did not believe to be true; or ( b ) in any other proceedings, the court is of the opinion that justice cannot be fully done between the parties to the proceedings without the discovery of the informer, the court may permit enquiry and require full disclosure concerning the informer. [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s28
chapter: PART 7 - GENERAL
section: 28
title: Authority’s symbol
content:
28. —(1) The Authority has the exclusive right to the use of such symbol or representation as it may select or devise and display or exhibit such symbol or representation in connection with its activities or affairs. (2) Any person who uses a symbol or representation identical with that of the Authority, or which so resembles the Authority’s symbol or representation as to deceive or cause confusion, or to be likely to deceive or cause confusion, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both.


document_id: irasa-1992
provision_ref: s28A
chapter: PART 7 - GENERAL
section: 28A
title: Composition of offences
content:
28A. —(1) The Authority may compound any offence under Part 5A that is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum not exceeding the lower of the following: ( a ) one half of the amount of the maximum fine prescribed and penalty payable (if any) for that offence; ( b ) $10,000. (2) On payment of such sum of money, no further proceedings are to be taken against that person in respect of the offence. (3) All sums collected under this section must be paid into the Consolidated Fund. [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s28B
chapter: PART 7 - GENERAL
section: 28B
title: Service of documents, etc.
content:
28B. —(1) Except where it is provided by this Act that service must be effected either personally or by registered post, every document required or authorised by this Act to be served on any person may be served — ( a ) personally; ( b ) by sending it by ordinary post addressed to the person at the person’s usual or last known place of residence or business; or ( c ) for a document or any information to be given under section 17H(8)( b ) — through the electronic service. (2) If a document is served by ordinary or registered post, it is taken to have been duly served at the time the document would have been received in the ordinary course of post if the document is addressed — ( a ) in the case of a company incorporated in Singapore, to the registered office of the company; ( b ) in the case of a company incorporated outside Singapore, either to the individual authorised to accept service of process under the Companies Act 1967 at the address filed with the Registrar of Companies, or to the registered office of the company wherever it may be situated; ( c ) in the case of an individual, to the last known residential or business address of the individual; and ( d ) in the case of a partnership or body of persons, to the last known business address of the partnership or body of persons. (3) If any document is served by registered post in accordance with subsection (2), in proving service of the document, it is sufficient to prove that the envelope containing the document was properly addressed, stamped and posted by registered post. (4) Every document to be served by the Authority or chief executive officer under this Act must be signed by the chief executive officer or by some person or persons from time to time authorised by the Authority in that behalf. (5) Every such document is valid if the signature or an official facsimile thereof of the chief executive officer or of such authorised person or persons is duly printed or written thereon. (6) Any document under this Act requiring the attendance of any person or witness before the chief executive officer must be signed by the chief executive officer or by a person duly authorised by the chief executive officer. (7) In this section, “document” has the meaning given by section 29(7). [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s29
chapter: PART 7 - GENERAL
section: 29
title: Electronic service
content:
29. —(1) The Authority may establish a system providing for — ( a ) the electronic service — (i) by a person (or an electronic service agent on behalf of such a person) on the Authority or an officer of the Authority administering any relevant tax legislation; or (ii) by the Authority, or an officer of the Authority administering any relevant tax legislation, on a person or an electronic service agent on behalf of such a person, of a document or any information, which is permitted or required by or under any relevant tax legislation to be served or given; [Act 11 of 2024 wef 01/11/2024] ( aa ) the electronic service by a person of a document or any information under section 17H(8)( b ); and [Act 11 of 2024 wef 01/11/2024] ( b ) the electronic registration of a person, transaction or matter that is permitted or required by or under a relevant tax legislation to be registered, and the cancellation of the same. [Act 33 of 2022 wef 26/04/2024] (1A) The Authority may establish and publish on its website the procedure for — ( a ) the proper use of the system, including the procedure in circumstances where there is a breakdown of the system or an interruption in any electronic service using the system; and ( b ) the correction or amendment of any document or information that is electronically served or given using the system. [Act 33 of 2022 wef 26/04/2024] (2) Regulations may be made under section 31 regarding the administration and use of the system provided under this section, including — ( a ) the assignment of authentication codes and accounts to users of the service; ( b ) the circumstances under which authentication codes and accounts of users may be cancelled or suspended; ( c ) the registration of electronic service agents of account holders, including the qualifications to be registered as electronic service agents, and the cancellation and suspension of such registration; ( d ) the manner in which an electronic service agent may be authorised by a person to give or serve on behalf of that person through the electronic service a document or any information; and [Act 33 of 2022 wef 26/04/2024] ( e ) the inspection by the Authority (or any person authorised in writing by the Authority) of records and accounts kept by electronic service agents relating to the use of the system. [Act 33 of 2022 wef 26/04/2024] ( f ) [ Deleted by Act 33 of 2022 wef 26/04/2024 ] ( g ) [ Deleted by Act 33 of 2022 wef 26/04/2024 ] ( h ) [ Deleted by Act 33 of 2022 wef 26/04/2024 ] (3) Where a document or any information which is permitted or required by or under any relevant tax legislation or section 17H(8)( b ) to be served or given, is served or given electronically using the system provided under subsection (1), the following have effect despite any Act to the contrary: ( a ) the document or information is deemed for the purposes of that legislation to be served on or given to the recipient at the time when the electronic record of the document or information (as the case may be) enters the recipient’s account with the electronic service; [Act 33 of 2022 wef 26/04/2024] ( b ) where the electronic service is done by an electronic service agent on behalf of any person (called in this subsection the principal) — (i) the document or information is deemed to be served or given with the authority of that person; and (ii) the principal is to be treated to be cognizant of all matters in the document or record containing the information, unless that principal has, before the electronic service is done, informed the Authority in the prescribed manner that the principal has revoked the authority of the electronic service agent for the serving or giving of the document or information in question; [Act 33 of 2022 wef 26/04/2024] ( c ) where the document or information is served or given using the authentication code assigned to a person before that person applies to cancel the authentication code — (i) the document or information is, for the purposes of that legislation, presumed to have been served or given by that person unless the person adduces evidence to the contrary; and [Act 33 of 2022 wef 26/04/2024] (ii) if that person alleges that he or she did not serve or give the document or information, the burden lies on the person to adduce evidence of that fact. [Act 33 of 2022 wef 26/04/2024] [Act 11 of 2024 wef 01/11/2024] (4) Despite any other Act, an electronic record of a document or any information which is permitted or required by or under any relevant tax legislation or section 17H(8)( b ) to be served or given, that was served or given using the system provided under subsection (1), or any copy or print-out of that electronic record, is, in any proceedings under that legislation, admissible as evidence of the facts stated or contained therein if that electronic record, copy or print-out — ( a ) is certified by the Chief Executive (or an officer of the Authority he or she designates) to contain all or any information filed, submitted or served through the electronic service in accordance with this section; or ( b ) is duly authenticated in the manner specified in subsection (6) or is otherwise authenticated in the manner provided in the Evidence Act 1893 for the authentication of computer output. [Act 33 of 2022 wef 26/04/2024] [Act 11 of 2024 wef 01/11/2024] (5) Where the electronic record of any document or information, or a copy or print-out of that electronic record, is admissible under subsection (4), it must be presumed, until the contrary is proved, that the electronic record, copy or print-out accurately reproduces the contents of that document or information. [Act 33 of 2022 wef 26/04/2024] (6) For the purposes of this section, a certificate — ( a ) giving the particulars of — (i) any person whose authentication code was used to serve or give the document or information using the system; or (ii) any person or device involved in the production or transmission of the electronic record of the document or information, or the copy or print-out; [Act 33 of 2022 wef 26/04/2024] ( b ) identifying the nature of the electronic record or a copy or print-out; and ( c ) purporting to be signed by the Chief Executive or an officer of the Authority he or she designates at the relevant time, is sufficient evidence that the electronic record, copy or print-out has been duly authenticated, unless the court, in its discretion, calls for further evidence on this issue. (7) For the purposes of this section and any regulations made for the purposes of this section — “authentication code”, in relation to any person, means an identification or identifying code, a password or any other authentication method or procedure which is assigned to that person for the purposes of identifying and authenticating the access to, and use of, the system provided under subsection (1) by that person, and includes one assigned for such purposes in order to file, submit or retrieve a particular document only; “document” means an application, return, notice, direction, order, permit, receipt, declaration, estimate, statement or other document; [Act 33 of 2022 wef 26/04/2024] “electronic record” has the meaning given by the Electronic Transactions Act 2010; “relevant tax legislation”, for any document or information permitted or required by or under such legislation to be served or given, means — ( a ) this section and any regulations made under section 31 for the purposes of this section; ( b ) in the case of subsection (1)( a )(i) — a provision of any Act specified in the Third Schedule, or any subsidiary legislation made under any of those Acts, which permits, requires, or enables an officer administering that Act to require the document or information to be served or given by means of the system; or ( c ) in the case of subsection (1)( a )(ii) — a provision of any Act specified in the Third Schedule, or any subsidiary legislation made under any of those Acts, which provides for a method for the service or giving of any document or information of that kind if the recipient consents (expressly or impliedly) to the service or giving of any document or information of that kind in that way; [Act 33 of 2022 wef 26/04/2024] “relevant tax legislation”, for the registration of any person, transaction or matter, means a provision of any Act specified in the Third Schedule, or any subsidiary legislation made under any of those Acts, which provides for the registration of any person, transaction or matter. [Act 1 of 2022 wef 29/07/2022] [Act 33 of 2022 wef 26/04/2024] [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s30
chapter: PART 7 - GENERAL
section: 30
title: Power of Minister to amend Second, Third and Fourth Schedules
content:
30. The Minister may, by order in the Gazette , amend the Second, Third or Fourth Schedule. [Act 11 of 2024 wef 01/11/2024]


document_id: irasa-1992
provision_ref: s31
chapter: PART 7 - GENERAL
section: 31
title: Regulations
content:
31. —(1) The Authority may, with the approval of the Minister, make regulations for carrying out the purposes and provisions of this Act. (2) Without limiting subsection (1), the Authority may, with the approval of the Minister, make regulations for or with respect to all or any of the following matters: ( a ) the manner of appointment, conduct and discipline and the terms and conditions of service of the officers and employees of the Authority; ( b ) the payment of gratuities and other benefits to officers and employees of the Authority; ( c ) the fees to be charged in respect of anything done under or by virtue of this Act; [Act 11 of 2024 wef 01/11/2024] ( d ) anything required to be prescribed or in relation to which regulations may be made under this section. [Act 11 of 2024 wef 01/11/2024]


document_id: irda-2018
provision_ref: s1
chapter: PART 1 - PRELIMINARY
section: 1
title: Short title and commencement
content:
1. —(1) This Act is the Insolvency, Restructuring and Dissolution Act 2018. (2) Sections 467( h ) and 479 come into operation on a date that the Minister appoints by notification in the Gazette .


document_id: irda-2018
provision_ref: s2
chapter: PART 1 - PRELIMINARY
section: 2
title: General interpretation
content:
2. —(1) In this Act, unless the context otherwise requires — “banking corporation” means a bank that holds a valid licence under section 7 or 79 of the Banking Act 1970; “bankrupt” means — ( a ) an individual debtor who has been adjudged bankrupt by a bankruptcy order; or ( b ) where a bankruptcy order has been made against a firm, each of the partners in the firm; “company” has the meaning given by section 4(1) of the Companies Act 1967; “contributory” has the meaning given by section 4(1) of the Companies Act 1967; “corporation” has the meaning given by section 4(1) of the Companies Act 1967; “Court” means the General Division of the High Court; “creditors’ committee”, in relation to a bankruptcy, means a committee appointed under section 331; “foreign company” has the meaning given by section 4(1) of the Companies Act 1967; “insolvency practitioner’s licence” means a licence granted under section 51; “liability” means a liability to pay money or money’s worth, regardless whether such liability is present or future, certain or contingent or of an amount that is fixed or liquidated or that is capable of being ascertained by fixed rules or as a matter of opinion, and includes any such liability arising — ( a ) under any written law; ( b ) under contract, tort or bailment; ( c ) as a result of a breach of trust by the person liable; or ( d ) out of an obligation to make restitution; “licensed insolvency practitioner” and “licensee” mean the holder of a licence granted under section 51; “limited liability partnership” has the meaning given by section 4(1) of the Limited Liability Partnerships Act 2005; “liquidator” includes the Official Receiver when acting as the liquidator of a corporation; “member”, in relation to a company, means a member of a company mentioned in section 19(6) or (6A) of the Companies Act 1967; “Minister” means — ( a ) except as provided in paragraph ( b ), the Minister charged with the responsibility for administration of affairs of insolvent persons and insolvent companies; and ( b ) for the purposes of sections 124(1)( g ) and (2)( c ), 125(5), 127(3) and 198, the Minister charged with the responsibility for registration of companies; “Official Assignee” means the Official Assignee appointed under section 16(1) and includes a Deputy Official Assignee, a Senior Assistant Official Assignee and an Assistant Official Assignee; “Official Receiver” means the Official Receiver appointed under section 17(1) and includes a Deputy Official Receiver, a Senior Assistant Official Receiver and an Assistant Official Receiver; “property” includes — ( a ) money, goods, things in action, land and every description of property, wherever situated; and ( b ) obligations and every description of interest, whether present or future or vested or contingent, arising out of or incidental to property; “public accountant” means a person who is registered or deemed to be registered in accordance with the Accountants Act 2004 as a public accountant; “Registrar” means the Registrar of the Supreme Court and includes a Deputy Registrar or an Assistant Registrar of the Supreme Court; “Registrar of Companies” means the Registrar of Companies appointed under section 8 of the Companies Act 1967 and includes any Deputy or Assistant Registrar of Companies; “regulations” means regulations made under section 449; “Rules” means the Rules of Court made under section 448; “solicitor” means an advocate and solicitor of the Supreme Court; “subsidiary” has the meaning given by section 5 of the Companies Act 1967; “transaction” includes any gift, agreement or arrangement, and any reference to entering into a transaction is to be construed accordingly; “trustee”, in relation to a bankruptcy and a bankrupt, means the trustee of the bankrupt’s estate and includes the Official Assignee when acting as trustee of the bankrupt’s estate; “trustee in bankruptcy” means a person appointed under section 36 as trustee of a bankrupt’s estate. [40/2019] (2) For the purposes of Parts 4 to 12 and 23, a person who is not a member of a company, but to whom shares in the company have been transferred, or transmitted by operation of law, is to be regarded as a member of the company, and references to a member or members are to be read accordingly. (3) Unless the contrary intention appears, a reference in this Act to a Part or a Division of a Part is to be construed so as to include a reference to any subsidiary legislation made in relation to that Part or that Division.


document_id: irda-2018
provision_ref: s3
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 3
title:
General Division of High Court to be court that has jurisdiction in corporate and individual insolvency, etc.

content:
3. Subject to any other written law, the General Division of the High Court is the court that has jurisdiction in corporate insolvency and winding up, individual insolvency and bankruptcy, and related matters under this Act. [40/2019]


document_id: irda-2018
provision_ref: s4
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 4
title: Exercise of jurisdiction in chambers
content:
4. Subject to this Act and the Rules, any judge of the Court may exercise in chambers the whole or any part of the Court’s jurisdiction under this Act.


document_id: irda-2018
provision_ref: s5
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 5
title: Jurisdiction of Registrar under this Act
content:
5. Subject to the Rules — ( a ) the Registrar has all the powers and jurisdiction of the Court; and ( b ) any order made or act done by the Registrar in the exercise of those powers and jurisdiction is, subject to an appeal to a judge in chambers, deemed to be the order or act of the Court.


document_id: irda-2018
provision_ref: s6
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 6
title: General powers of Court under this Act
content:
6. —(1) Subject to this Act, the Court, when exercising its jurisdiction under this Act, has full power to decide all questions of priorities and all other questions, whether of law or fact, that may arise in any case or matter under this Act coming within the cognizance of the Court, or that the Court considers expedient or necessary to decide for the purpose of doing complete justice or making a complete distribution of property in any such case or matter. (2) The Court may adjourn any case or matter under this Act coming within the cognizance of the Court, or make such order or give such direction as the Court thinks fit for the just, expeditious and economical disposal of any such case or matter, without requiring the parties to appear in person, by giving written notice of the adjournment, order or direction to all parties concerned. (3) Where any debtor or bankrupt, or any other person, fails to obey any order or direction given under this Act by the Court, the Official Assignee or the Official Receiver, the Court may, on the application of the Official Assignee, the Official Receiver or any other person duly authorised by the Official Assignee or Official Receiver, or on the Court’s own motion — ( a ) order that debtor, bankrupt or person to comply with that order or direction; and ( b ) if the Court thinks fit, make an order for the committal of that debtor, bankrupt or person. (4) The power given by subsection (3) is in addition to any other right or remedy in respect of the failure to obey the order or direction.


document_id: irda-2018
provision_ref: s7
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 7
title: Power to review orders
content:
7. The Court may review, rescind or vary any order made by the Court when exercising its jurisdiction under this Act.


document_id: irda-2018
provision_ref: s8
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 8
title: Appeals under this Act
content:
8. —(1) Any order made by the Court in any matter under this Act is, at the instance of any person aggrieved, subject to appeal in the same way as an order of the Court in any other matter is for the time being appealable. (2) For the purposes of this section, the Official Assignee and the Official Receiver are deemed to be aggrieved by the refusal of any application made to the Court by the Official Assignee and the refusal of any application made to the Court by the Official Receiver, respectively.


document_id: irda-2018
provision_ref: s9
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 9
title: Criminal jurisdiction of District and Magistrate’s Courts
content:
9. Despite anything to the contrary in the Criminal Procedure Code 2010, a District Court or Magistrate’s Court has jurisdiction to hear and determine all offences under this Act and has power to impose the full penalty or punishment in respect of any offence under this Act. Division 2 &#x2014; Procedure


document_id: irda-2018
provision_ref: s10
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 10
title: Where no specific procedure provided
content:
10. —(1) In any matter of practice or procedure for which no specific provision has been made by this Act, the procedure and practice for the time being in use or in force in the Supreme Court must, as nearly as possible, be followed and adopted. (2) Where in respect of any matter of practice or procedure it is not possible to apply subsection (1), the Court may make such orders and give such directions as are likely to secure substantial justice between the parties.


document_id: irda-2018
provision_ref: s11
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 11
title: Power to adjourn proceedings
content:
11. The Court may at any time adjourn any proceedings before the Court upon such terms (if any) as the Court thinks fit.


document_id: irda-2018
provision_ref: s12
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 12
title: Power to amend written process, etc.
content:
12. The Court may at any time amend any written process or modify the procedure for any proceedings upon such terms (if any) as the Court thinks fit.


document_id: irda-2018
provision_ref: s13
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 13
title: Power to extend time
content:
13. Where by this Act the time for doing any act or thing is limited, the Court may extend the time, either before or after the expiration of the time, upon such terms (if any) as the Court thinks fit.


document_id: irda-2018
provision_ref: s14
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 14
title: Manner of taking evidence
content:
14. Subject to the Rules, the Court may in any matter take the whole or any part of any evidence either orally or upon affidavit or by commission abroad. [Act 31 of 2022 wef 01/11/2023]


document_id: irda-2018
provision_ref: s15
chapter: PART 2 - JURISDICTION, POWERS AND PROCEDURE OF COURT
section: 15
title: Costs to be in Court’s discretion
content:
15. Subject to this Act and the Rules, the costs of and incidental to any proceedings in the Court are in the discretion of the Court.


document_id: irda-2018
provision_ref: s16
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 16
title: Appointment of Official Assignee
content:
16. —(1) The Minister may appoint a person to be the Official Assignee of the estates of bankrupts and for the purposes of this Part and Parts 13 to 23. (2) Judicial notice is to be taken of the appointment of the Official Assignee. (3) The Official Assignee must act under the general authority and directions of the Minister, but is also an officer of the Court. (4) The Minister may — ( a ) appoint such number of Deputy Official Assignees, Senior Assistant Official Assignees and Assistant Official Assignees, and such other officers, either temporary or permanent, as the Minister thinks necessary, for carrying this Part and Parts 13 to 23 into effect; and [Act 3 of 2024 wef 26/02/2024] ( b ) assign to any Deputy Official Assignee, Senior Assistant Official Assignee, Assistant Official Assignee or other officer such duties as the Minister thinks fit. [Act 3 of 2024 wef 26/02/2024] (5) Every Deputy Official Assignee, Senior Assistant Official Assignee and Assistant Official Assignee appointed under subsection (4) has, during his or her tenure of office, all the status, rights and powers (except the power of delegation under section 20(1)), and is subject to all the liabilities, of the Official Assignee.


document_id: irda-2018
provision_ref: s17
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 17
title: Appointment of Official Receiver
content:
17. —(1) The Minister may appoint a person to be the Official Receiver for the purposes of this Part and Parts 4 to 12, 22 and 23. (2) Judicial notice is to be taken of the appointment of the Official Receiver. (3) The Official Receiver must act under the general authority and directions of the Minister, but is also an officer of the Court. (4) The Minister may — ( a ) appoint such number of Deputy Official Receivers, Senior Assistant Official Receivers and Assistant Official Receivers, and such other officers, either temporary or permanent, as the Minister thinks necessary, for carrying this Part and Parts 4 to 12, 22 and 23 into effect; and [Act 3 of 2024 wef 26/02/2024] ( b ) assign to any Deputy Official Receiver, Senior Assistant Official Receiver, Assistant Official Receiver or other officer such duties as the Minister thinks fit. [Act 3 of 2024 wef 26/02/2024] (5) Every Deputy Official Receiver, Senior Assistant Official Receiver and Assistant Official Receiver appointed under subsection (4) has, during his or her tenure of office, all the status, rights and powers (except the power of delegation under section 20(1)), and is subject to all the liabilities, of the Official Receiver.


document_id: irda-2018
provision_ref: s18
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 18
title: Removal of Official Assignee or Official Receiver
content:
18. When the Official Assignee or the Official Receiver is removed from office, notice of the order removing the Official Assignee or the Official Receiver (as the case may be) must be published in the Gazette .


document_id: irda-2018
provision_ref: s19
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 19
title: Official names of Official Assignee and Official Receiver
content:
19. —(1) The Official Assignee has the following official names: ( a ) where the Official Assignee has been appointed as the interim receiver of a debtor’s property under section 324 — “The Official Assignee of the Property of (name of debtor), a Debtor”; ( b ) where the Official Assignee is acting as the receiver and trustee of the estate of a bankrupt under Part 17 — “The Official Assignee of the Estate of (name of bankrupt), a Bankrupt”; ( c ) where the Official Assignee is acting as the trustee of the estate of a deceased debtor in bankruptcy under section 419 — “The Official Assignee of the Estate of (name of deceased debtor), a Deceased Debtor”. (2) Where the Official Receiver is acting in the Official Receiver’s capacity as a liquidator under this Act, the Official Receiver has the official name “The Official Receiver and liquidator of (name of corporation in respect of which the Official Receiver is appointed as liquidator)”. (3) The Official Assignee and the Official Receiver may, by the applicable official names mentioned in subsections (1) and (2), respectively — ( a ) sue and be sued; ( b ) hold property of every description; ( c ) enter into contracts or any engagements binding on the Official Assignee and the Official Receiver, respectively, and their respective successors in office; and ( d ) do all other acts necessary or expedient to be done in the execution of the offices of the Official Assignee and the Official Receiver, respectively.


document_id: irda-2018
provision_ref: s20
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 20
title: Delegation of powers and functions by Official Assignee and Official Receiver
content:
20. —(1) Subject to this Act, the Official Assignee and the Official Receiver may, by a written instrument of delegation under the hand of the Official Assignee and the Official Receiver, respectively, delegate to any person all or any of the powers or functions of the Official Assignee and the Official Receiver, respectively, under this Act (except the power of delegation under this section), so that such power or function may be exercised by the delegate with respect to any particular matter or class of matters specified in the instrument of delegation. (2) Any delegation made under this section does not prevent the Official Assignee or the Official Receiver (as the case may be) from exercising the power or function delegated. (3) The Official Assignee and the Official Receiver may at any time revoke any delegation made under this section by the Official Assignee and the Official Receiver, respectively.


document_id: irda-2018
provision_ref: s21
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 21
title: Official Assignee and Official Receiver deemed to be public servants
content:
21. The Official Assignee, the Official Receiver and every individual appointed by the Minister under section 16(4) or 17(4) are deemed to be public servants within the meaning of the Penal Code 1871.


document_id: irda-2018
provision_ref: s22
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 22
title: General duties of Official Assignee as regards bankrupt’s conduct and affairs
content:
22. —(1) The Official Assignee has the following duties as regards a bankrupt: ( a ) to investigate the conduct and affairs of the bankrupt, and report to the Court as to whether there is reason to believe that the bankrupt has committed any act that constitutes an offence under this Act or under section 421, 422, 423 or 424 of the Penal Code 1871, or that would otherwise justify the Court in refusing, suspending or qualifying an order for the bankrupt’s discharge; ( b ) to make such other reports concerning the conduct of the bankrupt as the Court may direct or as are prescribed; ( c ) to take such part as may be directed by the Court or as is prescribed, in any examination of the bankrupt and other persons; ( d ) to take such part and give such assistance in relation to the prosecution of any fraudulent bankrupt or any other person charged with an offence under this Act, as the Court may direct or as is prescribed. (2) A report by the Official Assignee under subsection (1) is, in any proceedings, prima facie evidence of the facts stated in the report. (3) In this section, the conduct and affairs of a bankrupt include the bankrupt’s conduct and affairs before the making of the bankruptcy order against the bankrupt.


document_id: irda-2018
provision_ref: s23
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 23
title: General duties of Official Assignee as regards estate of bankrupt
content:
23. —(1) The Official Assignee has the following duties as regards the estate of a bankrupt administered by the Official Assignee: ( a ) to act as the receiver of the bankrupt’s estate and, where a special manager has not been appointed under section 379, as the manager of the estate; ( b ) to raise money or make advances for the purposes of the estate, and to authorise the special manager (if any) to raise money or make advances for the like purposes, in any case where it appears necessary to do so in the interests of the creditors; ( c ) to summon and preside at all meetings of creditors held under this Part or Parts 13 to 21; ( d ) to issue forms of proxy for use at the meetings of creditors; ( e ) to report to the creditors as to any proposal that the Official Assignee makes with respect to the mode of liquidating the bankrupt’s affairs; ( f ) to advertise the bankruptcy order, the date of any public examination and such other matters as may be necessary to advertise. (2) For the purpose of carrying out the Official Assignee’s duties as receiver or manager, the Official Assignee has the same powers as if the Official Assignee were a receiver and manager appointed by the Court. (3) The Official Assignee must, as far as practicable, consult the creditors with respect to the management of the bankrupt’s estate, and may for that purpose, if the Official Assignee thinks it advisable, summon meetings of the persons claiming to be creditors. (4) The Official Assignee must account to the Court and pay over all moneys and deal with all securities in such manner as the Court may, subject to this Act, direct.


document_id: irda-2018
provision_ref: s24
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 24
title: Discretion of Official Assignee in administration of estate of bankrupt
content:
24. —(1) Subject to this Part and Parts 13 to 22, the Official Assignee has discretion as to the administration of the property of a bankrupt. (2) Subject to this Part and Parts 13 to 22, the Official Assignee must, in the administration of the estate of a bankrupt, have regard to any direction that is given by resolution of the creditors at any general meeting and to any advice given by the creditors’ committee. (3) Where any direction given to the Official Assignee by the creditors of a bankrupt at any general meeting is in conflict with any advice given to the Official Assignee by the creditors’ committee, the direction given by the general meeting of creditors prevails.


document_id: irda-2018
provision_ref: s25
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 25
title: Power to administer oaths
content:
25. The Official Assignee may administer oaths for the purposes of any matters or proceedings under this Act or for the purpose of taking affidavits.


document_id: irda-2018
provision_ref: s26
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 26
title: Official Assignee’s accounts
content:
26. —(1) The Official Assignee must, for such period as may be prescribed, keep in such form and manner as the Official Assignee determines — ( a ) an account of the Official Assignee’s receipts and payments in respect of the Official Assignee’s administration of the estate of a bankrupt; and ( b ) an account of the Official Assignee’s receipts and payments in respect of the Official Assignee’s administration of a debt repayment scheme under Part 15. (2) The Official Assignee must, upon payment of the prescribed fee, permit — ( a ) the inspection of an account mentioned in subsection (1)( a ) by the bankrupt, any creditor who has proved the creditor’s debt in the bankruptcy or any other interested person; and ( b ) the inspection of an account mentioned in subsection (1)( b ) by the debtor to whom the debt repayment scheme relates, any creditor who has proved the creditor’s debt under the debt repayment scheme or any other interested person. (3) Every account mentioned in subsection (1) must be audited at least once in each year by such officer as the Minister may appoint. (4) For the purposes of the audit under subsection (3), the Official Assignee must — ( a ) produce to the auditing officer such books; and ( b ) furnish the auditing officer with such vouchers and information, as the auditing officer may require.


document_id: irda-2018
provision_ref: s27
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 27
title: Records to be kept by Official Assignee
content:
27. —(1) The Official Assignee must, for such period as may be prescribed, keep records containing entries or minutes of proceedings at any meeting held under this Part or Parts 13 to 22 and of such other matters as may be prescribed. (2) Any creditor of — ( a ) a bankrupt; or ( b ) a debtor mentioned in Part 15, may, upon payment of the prescribed fee and subject to the control of the Court, personally or by the creditor’s agent, inspect any record kept by the Official Assignee under subsection (1) that pertains to that bankrupt or debtor, as the case may be.


document_id: irda-2018
provision_ref: s28
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 28
title: Bankruptcy Estates Account and Debt Repayment Schemes Account
content:
28. —(1) The Official Assignee must keep with such bank as the Official Assignee thinks fit — ( a ) an account, to be called the Bankruptcy Estates Account, into which all moneys received by the Official Assignee under this Part, Part 13 or 14 or Parts 16 to 22 must, subject to this Act, be paid; and ( b ) an account, to be called the Debt Repayment Schemes Account, into which all moneys received by the Official Assignee under Part 15 must, subject to this Act, be paid. (2) All payments out of moneys standing to the credit of the Official Assignee in the Bankruptcy Estates Account or the Debt Repayment Schemes Account are to be made by the bank with which the Bankruptcy Estates Account or the Debt Repayment Schemes Account (as the case may be) is kept, in such manner as the Official Assignee thinks fit.


document_id: irda-2018
provision_ref: s29
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 29
title: Investment of surplus funds in Bankruptcy Estates Account and Debt Repayment Schemes Account
content:
29. —(1) Whenever the cash balance standing to the credit of the Bankruptcy Estates Account or the Debt Repayment Schemes Account is in excess of the amount that, in the opinion of the Official Assignee, is required for the time being to meet demands in respect of insolvent estates or debt repayment schemes administered under Part 15 (as the case may be) the Official Assignee must — ( a ) notify the excess to the Accountant-General; and ( b ) pay over the whole or any part of the excess, as the Accountant‑General may require, to such account as the Accountant‑General may direct. (2) The Accountant-General may invest the sums paid over under subsection (1)( b ), or any part of those sums, in trustee securities to be placed to the credit of the account mentioned in subsection (1)( b ). (3) Where, in the opinion of the Official Assignee, any part of the money paid over from the Bankruptcy Estates Account or the Debt Repayment Schemes Account under subsection (1)( b ) and invested under subsection (2) is required to meet any demand in respect of insolvent estates or debt repayment schemes administered under Part 15 (as the case may be) the Official Assignee must notify the Accountant‑General of the amount so required. (4) The Accountant-General must repay the Official Assignee such sum as may be required under subsection (3) to the credit of the Bankruptcy Estates Account or the Debt Repayment Schemes Account (as the case may be) and for that purpose, the Accountant‑General may direct the sale of such part of the securities as may be necessary. (5) The income derived from any investment under subsection (2) forms part of the Consolidated Fund, and regard is to be had to the amount thus derived in fixing the fees payable in respect of proceedings in bankruptcy and the administration of debt repayment schemes under Part 15. (6) Any profits on the sale of any of the securities placed to the credit of the Bankruptcy Estates Account or the Debt Repayment Schemes Account are to be credited to the Consolidated Fund, and that Fund is liable to make good any loss arising out of the sale of those securities.


document_id: irda-2018
provision_ref: s30
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 30
title: Official Assignee to furnish list of creditors
content:
30. The Official Assignee must, whenever required by any creditor of a bankrupt to do so, and on payment by the creditor of the prescribed fee, furnish and transmit to the creditor a list of the creditors of the bankrupt, showing in the list the amount of the debt due from the bankrupt to each of the creditors.


document_id: irda-2018
provision_ref: s31
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 31
title: Control of Court over Official Assignee
content:
31. —(1) The Court is to take cognizance of the conduct of the Official Assignee in the Official Assignee’s administration of the estate of a bankrupt. (2) If the Official Assignee does not faithfully perform the Official Assignee’s duties or duly observe all the requirements imposed on the Official Assignee by this Act or any other written law with respect to the performance of the Official Assignee’s duties, or if any complaint is made to the Court by any creditor in relation to the Official Assignee’s conduct in the Official Assignee’s administration of the estate of the bankrupt, the Court is to inquire into the matter and take such action on the matter as the Court considers expedient. (3) The Court may — ( a ) at any time require the Official Assignee to answer any inquiry made by the Court in relation to the Official Assignee’s administration of the estate of a bankrupt; and ( b ) direct an investigation to be made of the books and vouchers of the Official Assignee, or examine the Official Assignee on oath concerning the Official Assignee’s administration of the estate of a bankrupt.


document_id: irda-2018
provision_ref: s32
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 32
title: Control of Official Receiver by Minister
content:
32. The Minister is to take cognizance of the conduct of the Official Receiver in the liquidation of companies, and if — ( a ) the Official Receiver does not faithfully perform the Official Receiver’s duties or duly observe all the requirements imposed on the Official Receiver by any written law or otherwise with respect to the performance of the Official Receiver’s duties; or ( b ) any complaint is made to the Minister by any creditor or contributory in relation to the conduct of the Official Receiver in the liquidation of any company, the Minister is to inquire into the matter, and take such action on the matter as the Minister thinks expedient, and may direct an investigation to be made of the books and vouchers of the Official Receiver.


document_id: irda-2018
provision_ref: s33
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 33
title: Review by Court of Official Assignee’s act, omission or decision
content:
33. —(1) A bankrupt, any creditor of the bankrupt or any other person who is dissatisfied with any act, omission or decision of the Official Assignee, in relation to the Official Assignee’s administration of the bankrupt’s estate, may apply to the Court to review that act, omission or decision. (2) The Official Assignee may apply to the Court — ( a ) for directions in relation to any particular matter arising under the bankruptcy; or ( b ) to reverse or modify any previous act or decision of the Official Assignee. (3) On hearing an application under subsection (1) or (2), the Court may — ( a ) confirm, reverse or modify any act or decision of the Official Assignee; or ( b ) give such directions to the Official Assignee, or make such other order, as the Court thinks fit. (4) This section applies despite the discharge of the bankrupt or the annulment of the bankruptcy order.


document_id: irda-2018
provision_ref: s34
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 34
title: Liability of Official Assignee, etc.
content:
34. —(1) All sums required to discharge any liability that the Official Assignee may be personally liable to discharge are to be charged on the Consolidated Fund. (2) Neither the Official Assignee nor any officer of the Official Assignee is to be personally liable for any act that the Official Assignee or officer (as the case may be) did not contribute to in any way or could not by the exercise of reasonable diligence have averted. (3) No liability is to lie personally against the Official Assignee, or any officer of the Official Assignee acting under the direction of the Official Assignee, who, acting in good faith and with reasonable care, does or omits to do anything in the course of or in connection with — ( a ) the exercise or purported exercise of any power; or ( b ) the performance or purported performance of any function or duty, under section 20, 25, 334, 358, 370, 379, 382, 393, 395, 403, 433 or 436(3). (4) Any liability that but for subsection (3) would lie against the Official Assignee, or any officer of the Official Assignee, is to lie instead against the Government.


document_id: irda-2018
provision_ref: s35
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 35
title: Liability of Official Receiver, etc.
content:
35. —(1) All sums required to discharge any liability that the Official Receiver may be personally liable to discharge are to be charged on the Consolidated Fund. (2) Neither the Official Receiver nor any officer of the Official Receiver is to be personally liable for any act that the Official Receiver or officer (as the case may be) did not contribute to in any way or could not by the exercise of reasonable diligence have averted. (3) No liability is to lie personally against the Official Receiver, or any officer of the Official Receiver acting under the direction of the Official Receiver, who, acting in good faith and with reasonable care, does or omits to do anything in the course of or in connection with — ( a ) the exercise or purported exercise of any power; or ( b ) the performance or purported performance of any function or duty, under section 71, 72E, 72F, 72G, 72M, 72Q, 134( b ), 137, 188, 189, 192, 197, 199, 212, 213, 214, 241, 250D, 250F, 250G, 250O or 250P, or under section 197 or 199 (as modified by section 250L), or under section 149, 210, 215, 215K or 390 of the Companies Act 1967. [39/2020] (4) Any liability that but for subsection (3) would lie against the Official Receiver, or any officer of the Official Receiver, is to lie instead against the Government. Division 2 &#x2014; Trustee in bankruptcy


document_id: irda-2018
provision_ref: s36
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 36
title: Appointment of person other than Official Assignee as trustee in bankruptcy
content:
36. —(1) The Court may, in the following circumstances, appoint a person other than the Official Assignee to be the trustee of a bankrupt’s estate: ( a ) when making a bankruptcy order, and on the application under subsection (2) of the person who applied for the bankruptcy order; [Act 1 of 2023 wef 01/11/2023] ( b ) at any time after the making of a bankruptcy order that has not been discharged or annulled, and on the application of any creditor, the bankrupt, the Official Assignee or any existing trustee of the bankrupt’s estate. [Act 1 of 2023 wef 01/11/2023] (2) A person applying for a bankruptcy order must apply to the Court for the appointment of a person other than the Official Assignee to be the trustee of the bankrupt’s estate, unless the Official Assignee has consented to be the trustee of the bankrupt’s estate. [Act 1 of 2023 wef 01/11/2023] (3) The official name of the trustee is — ( a ) “the Trustee of the Estate of (name of bankrupt), a Bankrupt”; or ( b ) “the Trustee in Bankruptcy of (name of bankrupt), a Bankrupt”. (4) [ Deleted by Act 1 of 2023 wef 01/11/2023 ]


document_id: irda-2018
provision_ref: s37
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 37
title: Qualifications for appointment as trustee in bankruptcy
content:
37. A person must not be appointed as a trustee in bankruptcy unless the person satisfies the Court that — ( a ) the person is a licensed insolvency practitioner; and ( b ) the person has consented in writing to being appointed as a trustee in bankruptcy.


document_id: irda-2018
provision_ref: s38
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 38
title: Person appointed as trustee in bankruptcy to furnish security before acting
content:
38. —(1) A person appointed as a trustee in bankruptcy — ( a ) must not commence acting as such trustee until the person has given security in accordance with subsection (2); and ( b ) where the trustee’s security has been forfeited under section 42(8), must not continue acting as such trustee until the person has given fresh security in accordance with subsection (2). (2) The trustee in bankruptcy must give security in such manner as the Official Assignee may specify, and to the satisfaction of the Official Assignee that the trustee will faithfully perform the trustee’s duties and duly observe all the requirements imposed on the trustee by this Act or any other written law with respect to the performance of the trustee’s duties. (3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.


document_id: irda-2018
provision_ref: s39
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 39
title: General functions, duties and powers of trustee in bankruptcy
content:
39. —(1) Subject to subsection (3) and section 42, a trustee in bankruptcy — ( a ) has all the functions and duties of the Official Assignee in relation to the conduct of the bankrupt in question and the administration of the bankrupt’s estate as provided in this Act; and ( b ) may exercise all or any of the powers of the Official Assignee in relation to the bankrupt and the bankrupt’s estate. (2) Unless the context otherwise requires, any reference in this Act to the Official Assignee includes a reference to a trustee in bankruptcy. (3) Sections 20, 25, 34(3) and (4), 334, 358, 379, 382, 384, 393, 395, 403 and 436 do not apply to a trustee in bankruptcy, and section 378( a ), ( c ), ( f ), ( h ) and ( i ) does not apply to a trustee in bankruptcy except with the consent of the Court, the creditors’ committee or, if there is no creditors’ committee, the Official Assignee.


document_id: irda-2018
provision_ref: s40
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 40
title: Trustee in bankruptcy to pay moneys received into prescribed bank account
content:
40. —(1) Every trustee in bankruptcy must, in the manner and at the times prescribed by regulations, pay all moneys received as trustee into such bank account as is prescribed by those regulations or as may be specified by the Court. (2) Any trustee in bankruptcy who pays any moneys received as trustee into any bank account other than the bank account prescribed or specified under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 12 months or to both.


document_id: irda-2018
provision_ref: s41
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 41
title: Remuneration of trustee in bankruptcy
content:
41. —(1) A trustee in bankruptcy is entitled to receive such salary or remuneration as is determined in the following manner: ( a ) by agreement between the trustee in bankruptcy and the creditors’ committee, if any; ( b ) where there is no agreement with the creditors’ committee or where there is no such committee — (i) by a special resolution of the creditors whose debts have been admitted for the purpose of voting and who are present (in person or by proxy) and voting at a meeting to be convened by the trustee by a notice to each creditor in accordance with subsection (2); or (ii) by agreement between the trustee in bankruptcy and all the creditors; [Act 1 of 2023 wef 01/11/2023] ( c ) where there is no determination in the manner mentioned in paragraph ( a ) or ( b ), by the Court. (2) The trustee in bankruptcy must attach to every notice under subsection (1)( b ) a statement of all receipts and expenditure by the trustee and the amount of remuneration sought by the trustee. (3) In this section, “special resolution” has the meaning given by section 273(1). (4) For the purposes of subsection (1)( b )(ii), a creditor is deemed to have agreed with the trustee in bankruptcy if — ( a ) the trustee has notified the creditor in the prescribed manner of the remuneration sought by the trustee; and ( b ) the creditor has not objected to the remuneration sought by the trustee in the prescribed manner and within the prescribed time. [Act 1 of 2023 wef 01/11/2023]


document_id: irda-2018
provision_ref: s42
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 42
title: Control of trustee in bankruptcy by Official Assignee
content:
42. —(1) The Official Assignee is to take cognizance of the conduct of a trustee in bankruptcy in the administration of the estate of a bankrupt. (2) If the trustee in bankruptcy does not faithfully perform the trustee’s duties or duly observe all the requirements imposed on the trustee by this Act or any other written law with respect to the performance of the trustee’s duties, or if any complaint is made to the Official Assignee by any creditor or bankrupt in relation to the trustee’s conduct in the administration of the estate, the Official Assignee must inquire into the matter and take such action on the matter as the Official Assignee thinks expedient. (3) The Official Assignee may — ( a ) at any time require the trustee in bankruptcy to answer any inquiry in relation to the trustee’s administration of the estate of a bankrupt; and ( b ) direct an investigation to be made of the books and vouchers of the trustee. (4) It is the duty of the trustee in bankruptcy — ( a ) to furnish the Official Assignee with such information; ( b ) to produce to the Official Assignee, and permit inspection by the Official Assignee of, such books, papers and other records; and ( c ) to give the Official Assignee such other assistance, as the Official Assignee may reasonably require for the purpose of enabling the Official Assignee to carry out the Official Assignee’s functions in relation to the bankruptcy. (5) The Official Assignee may, having regard to the results of any inquiry or investigation made under this section, apply to the Court for the removal of the trustee in bankruptcy. (6) The Official Assignee may forfeit the security furnished by the trustee in bankruptcy under section 38 if — ( a ) the trustee fails to comply with section 332(9) or 339(1) as it applies to the trustee; ( b ) the trustee fails to submit the report of the administration of the bankruptcy in accordance with section 344; or ( c ) the trustee fails to perform any other duty, or to duly observe any other requirement imposed on the trustee by this Act (other than as mentioned in paragraph ( a ) or ( b )) or any other written law with respect to the performance of the trustee’s duties. (7) The Official Assignee must not forfeit any security until the Official Assignee has given the trustee in bankruptcy concerned an opportunity to show cause why the security furnished by the trustee under section 38 should not be forfeited. (8) If, after giving the trustee an opportunity to show cause, the Official Assignee is satisfied that the trustee in bankruptcy had no reasonable excuse for the failure mentioned in subsection (6)( a ) or ( b ), the Official Assignee must forfeit all or part of the security furnished by the trustee under section 38. (9) In determining whether to forfeit any, all or part of the security furnished by the trustee in bankruptcy under section 38, the Official Assignee is to have regard to the circumstances surrounding the trustee’s failure mentioned in subsection (6)( a ) or ( b ) (including whether the trustee had a reasonable excuse for the failure), and to any mitigating circumstances.


document_id: irda-2018
provision_ref: s43
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 43
title: Review by Court of trustee in bankruptcy’s act, omission or decision
content:
43. —(1) The Official Assignee, a bankrupt, any creditor of the bankrupt, or any other person, who is dissatisfied with any act, omission or decision of a trustee in bankruptcy in relation to the trustee’s administration of the bankrupt’s estate, may apply to the Court to review such act, omission or decision, and on hearing such an application the Court may — ( a ) confirm, reverse or modify any act or decision of the trustee; or ( b ) give such directions to the trustee or make such other order as the Court thinks fit. (2) A trustee in bankruptcy may apply to the Court for directions in relation to any particular matter arising under the bankruptcy.


document_id: irda-2018
provision_ref: s44
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 44
title: Removal of trustee in bankruptcy
content:
44. —(1) A trustee in bankruptcy may be removed from office only by an order of the Court or by a general meeting of the bankrupt’s creditors summoned especially for that purpose in accordance with the regulations. (2) A trustee in bankruptcy vacates that office if the trustee in bankruptcy ceases to be a licensed insolvency practitioner. (3) Subject to subsection (4), a trustee in bankruptcy may resign from that office — ( a ) by giving 2 months’ notice of the trustee’s resignation to the Court and the Official Assignee; and ( b ) by filing an application to the Court for the appointment of the Official Assignee or another person to act as trustee of the bankrupt’s estate. (4) A trustee in bankruptcy cannot resign from that office unless the trustee — ( a ) has submitted to the Official Assignee a report on the work done in relation to the bankrupt’s estate, containing such particulars as may be prescribed; ( b ) has nominated to act as trustee of the bankrupt’s estate — (i) another person who consents to act as trustee; or (ii) the Official Assignee, if the Official Assignee consents in writing to the appointment; and ( c ) has given the bankrupt’s creditors notice of the trustee’s intention to resign and of the identity of the person nominated under paragraph ( b ). (5) A trustee in bankruptcy vacates that office if the bankruptcy order is annulled. (6) A trustee in bankruptcy must, not later than 2 months after vacating that office under subsection (2) or such further period as the Official Assignee may allow, submit to the Official Assignee a report on the work done in relation to the bankrupt’s estate, containing such particulars as may be prescribed. (7) A trustee in bankruptcy who, without reasonable excuse, fails to comply with subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.


document_id: irda-2018
provision_ref: s45
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 45
title: Vacancy in office of trustee in bankruptcy
content:
45. Where the appointment of any person as trustee in bankruptcy fails to take effect, or where a vacancy arises in the office of a trustee in bankruptcy whose appointment has taken effect, the Official Assignee — ( a ) is to act as the trustee of the bankrupt’s estate until the vacancy is filled; and ( b ) may summon a general meeting of the bankrupt’s creditors for the purpose of filling the vacancy.


document_id: irda-2018
provision_ref: s46
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 46
title: Liability of trustee in bankruptcy
content:
46. —(1) Where — ( a ) a trustee in bankruptcy has misapplied or retained, or become accountable for, any money or other property comprised in the bankrupt’s estate; or ( b ) the estate of a bankrupt has suffered any loss in consequence of any misfeasance or breach of fiduciary or other duty by a trustee in bankruptcy in the carrying out of the trustee’s functions, the Official Assignee, the bankrupt or any creditor of the bankrupt may apply to the Court for any order specified in subsection (2). (2) Upon hearing an application made under subsection (1), the Court may, for the benefit of the estate, order the trustee in bankruptcy to — ( a ) repay, restore or account for any money or other property (together with interest at such rate as the Court may think just); or ( b ) pay such sum by way of compensation in respect of the misfeasance or breach of fiduciary or other duty as the Court may think just. (3) Any order made by the Court under subsection (2) is without prejudice to any liability on the part of the trustee in bankruptcy arising apart from this section. (4) Where a trustee in bankruptcy seizes or disposes of any property that is not comprised in the bankrupt’s estate, and at the time of the seizure or disposal the trustee believes, and has reasonable grounds for believing, that the trustee is entitled (whether pursuant to an order of the Court or otherwise) to seize or dispose of that property, the trustee — ( a ) is not liable to any person (whether under this section or otherwise) in respect of any loss or damage resulting from the seizure or disposal, except insofar as the loss or damage is caused by the negligence of the trustee; and ( b ) has a lien on the property or the proceeds of its sale for such of the expenses of the bankruptcy as were incurred in connection with the seizure or disposal. Division 3 &#x2014; Regulation of insolvency practitioners


document_id: irda-2018
provision_ref: s47
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 47
title: Acting as insolvency practitioner
content:
47. —(1) For the purposes of this Division, a person — ( a ) acts as an insolvency practitioner in relation to a corporation, if the person acts as — (i) the liquidator or provisional liquidator of the corporation; (ii) the judicial manager or interim judicial manager of the corporation; or (iii) a receiver or manager of the property of the corporation (being a company), or a receiver or manager of the property in Singapore of the corporation (not being a company); and ( b ) acts as an insolvency practitioner in relation to an individual, if the person acts as — (i) the trustee of a bankrupt’s estate; or (ii) where a voluntary arrangement is proposed or approved under Part 14, the nominee under such voluntary arrangement. (2) Subsection (1) does not apply to anything done by — ( a ) the Official Receiver or Official Assignee; ( b ) a liquidator appointed in a members’ voluntary winding up under Division 3 of Part 8; or ( c ) a scheme manager appointed in relation to a scheme of arrangement under Part 5 of this Act or Part 7 of the Companies Act 1967. (3) A person who is appointed as a liquidator in a members’ voluntary winding up under Division 3 of Part 8, or as a scheme manager in relation to a scheme of arrangement under Part 5 of this Act or Part 7 of the Companies Act 1967, must give to the Official Receiver written notice in the prescribed form of the person’s appointment. (4) In this section, “scheme manager” and “scheme of arrangement” have the meanings given by section 61(1).


document_id: irda-2018
provision_ref: s48
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 48
title: Person not to act as insolvency practitioner without licence
content:
48. —(1) Except under and in accordance with an insolvency practitioner’s licence granted or renewed under section 51, a person must not — ( a ) act as an insolvency practitioner in relation to a corporation or an individual; or ( b ) advertise, or in any way hold out, that the person is willing to act as an insolvency practitioner in relation to a corporation or an individual. (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 12 months or to both. (3) No fee, commission or reward is recoverable in any action, suit or matter by any person for anything done by a person that gives rise to an offence under this section.


document_id: irda-2018
provision_ref: s49
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 49
title: Licensing officer and assistant licensing officers
content:
49. —(1) The Minister may appoint one or more public officers by name or office to be the licensing officer or licensing officers responsible for the administration of this Division. (2) A licensing officer may appoint such number of public officers as assistant licensing officers as is necessary to assist the licensing officer in carrying out the licensing officer’s functions and duties under this Division. (3) The functions and duties conferred on a licensing officer by this Division may be performed by any assistant licensing officer, and such performance is subject to the direction and control of the licensing officer. (4) The Minister may from time to time give to any licensing officer such directions, not inconsistent with the provisions of this Division, as the Minister considers necessary for carrying out the provisions of this Division, and the licensing officer must comply with every direction so given.


document_id: irda-2018
provision_ref: s50
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 50
title: Eligibility of individual to hold insolvency practitioner’s licence
content:
50. —(1) An individual is not eligible to be granted, or to hold or continue to hold, an insolvency practitioner’s licence unless the individual is a qualified person or is for the time being exempted under subsection (2). [39/2020] (2) The Minister may exempt, for such period as the Minister may specify, any individual from the requirement of being a qualified person in order to be granted, or to hold or continue to hold, an insolvency practitioner’s licence. [39/2020] (3) In this section, “qualified person” means any person who — ( a ) is a solicitor; ( b ) is a public accountant; ( c ) is a chartered accountant within the meaning given by section 2(1) of the Accounting and Corporate Regulatory Authority Act 2004; or [Act 36 of 2022 wef 01/04/2023] ( d ) possesses such other qualifications as the Minister may prescribe by order in the Gazette .


document_id: irda-2018
provision_ref: s51
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 51
title: Grant and renewal of licence
content:
51. —(1) An application for the grant or renewal of a licence must be — ( a ) made to the licensing officer in such form and manner as may be prescribed; ( b ) accompanied by the prescribed fee (if any); and ( c ) in the case of an application for the renewal of a licence, made before the start of the renewal period. (2) An applicant for the grant or renewal of a licence must, at the request of the licensing officer, provide such further information or evidence that the licensing officer may require to decide the application. (3) Upon receipt of an application under subsection (1), the licensing officer may — ( a ) grant or renew the licence applied for; or ( b ) refuse the application. (4) Subject to the provisions of this Division, a person who makes an application under subsection (1) is eligible for the grant or renewal of the licence if, and only if — ( a ) the person has paid the prescribed fee (if any); and ( b ) the person satisfies such other requirements as may be prescribed for the grant or renewal of the licence. (5) Without affecting subsection (4), the licensing officer may refuse to grant a licence to a person, or to renew the licence of a person, if, in the opinion of the licensing officer — ( a ) the person is not a fit and proper person to hold or continue to hold the licence; or ( b ) it is not in the public interest to grant or renew the licence, or the grant or renewal of the licence may pose a threat to national security. (6) Where a person submits an application for the renewal of the person’s licence before the start of the renewal period, the licence continues in force until the date on which the licence is renewed or the application for its renewal is refused, as the case may be. (7) Any person who, in making an application for the grant or renewal of a licence — ( a ) makes any statement or furnishes any particulars, information or document that the person knows to be false or does not believe to be true; or ( b ) furnishes any information that the person knows or has reason to believe is misleading in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 12 months or to both. (8) In deciding for the purposes of this section whether an individual is a fit and proper person to hold or continue to hold a licence, the licensing officer may take into account any matter the licensing officer considers relevant, including any of the following: ( a ) whether the individual has been convicted in Singapore or elsewhere of any offence involving fraud, dishonesty or moral turpitude; ( b ) whether the individual has had a judgment entered against the individual in civil proceedings that involves a finding of fraud, dishonesty or breach of fiduciary duty on the part of the individual; ( c ) whether the individual is or was suffering from a mental disorder; ( d ) whether the individual is an undischarged bankrupt or has entered into a composition or scheme of arrangement with the creditors of the individual; ( e ) whether the individual has had a licence revoked by the licensing officer previously. (9) In this section, “renewal period”, in relation to an application for the renewal of a licence, means such period, immediately before the date of expiry of the licence, as may be prescribed.


document_id: irda-2018
provision_ref: s52
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 52
title: Conditions of licence
content:
52. —(1) In granting or renewing a licence, the licensing officer may impose such conditions, not inconsistent with the provisions of this Act and any prescribed condition of the licence, as the licensing officer considers requisite or expedient. (2) For the purpose of subsection (1), the licensing officer may specify — ( a ) conditions applicable to all licensees; ( b ) conditions applicable to a specified class of licensees; or ( c ) conditions applicable to a specified licensee only. (3) The licensing officer may at any time add to, vary or revoke any condition of a licence imposed under subsection (1). (4) Before making any modification to the conditions of a licence, the licensing officer must give notice to the licensee concerned — ( a ) stating that the licensing officer proposes to make the modification in the manner specified in the notice; and ( b ) specifying the time (being not less than 14 days after the date of service of the notice) within which the licensee may make written representations to the licensing officer with respect to the proposed modification. (5) Upon receipt of any written representation mentioned in subsection (4)( b ), the licensing officer must consider the representation and may — ( a ) reject the representation; ( b ) amend the proposed modification in such manner as the licensing officer thinks fit, having regard to the representation; or ( c ) withdraw the proposed modification. (6) Where — ( a ) the licensing officer rejects any written representation under subsection (5)( a ); ( b ) the licensing officer amends any proposed modification to the conditions of the licence under subsection (5)( b ); or ( c ) no written representation is received by the licensing officer within the time specified by the licensing officer under subsection (4)( b ), or any written representation made by the licensee is withdrawn, and the licensee has not given immediate effect to the modification, the licensing officer must issue a direction in writing to the licensee requiring the licensee to give effect, within the time specified by the licensing officer, to the modification as specified in the notice given under subsection (4), or as amended by the licensing officer under subsection (5)( b ), as the case may be.


document_id: irda-2018
provision_ref: s53
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 53
title: Form and validity of licence
content:
53. —(1) A licence must — ( a ) be in such form as the licensing officer may determine; and ( b ) contain the conditions subject to which it is granted. (2) A licence is to remain in force until 30 June in the third year following the year in which the licence was granted. (3) A licence that is renewed continues in force for a further period of 3 years, starting on the date immediately following that on which the licence would (but for its renewal) have expired.


document_id: irda-2018
provision_ref: s54
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 54
title: Register of licensed insolvency practitioners
content:
54. —(1) Upon the grant or renewal of a licence, the licensing officer must cause to be entered, in a register of licensed insolvency practitioners, the following particulars of the licensee: ( a ) the licensee’s full name; ( b ) the name of the licensee’s employer or, where the licensee is self‑employed, the name of the licensee’s business; ( c ) the principal address in which the licensee will be practising. (2) Any person may inspect the register of licensed insolvency practitioners during office hours without payment. (3) If there is any change in the particulars mentioned in subsection (1) of any licensee, that licensee must within one week after the change notify the licensing officer of that change, and the licensing officer must then cause the entry in respect of that licensee in the register of licensed insolvency practitioners to be amended to reflect that change. (4) If the licensing officer revokes, cancels or suspends the licence of any licensee, the licensing officer must cause the entry in respect of that licensee in the register of licensed insolvency practitioners to be amended to reflect the revocation, cancellation or suspension.


document_id: irda-2018
provision_ref: s55
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 55
title: Licensed insolvency practitioner not to act under certain circumstances
content:
55. A licensed insolvency practitioner must not act as an insolvency practitioner at any time when the licensee — ( a ) has been adjudged a bankrupt and has not been discharged from bankruptcy; ( b ) is subject to a disqualification order made under section 149 of the Companies Act 1967; ( c ) is subject to a debt repayment scheme under Part 15; ( d ) is subject to a voluntary arrangement under Part 14; or ( e ) is subject to any procedure, order, scheme or arrangement under the laws of any foreign country similar to those mentioned in paragraphs ( a ) to ( d ).


document_id: irda-2018
provision_ref: s56
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 56
title: Revocation, cancellation or suspension of licence, etc.
content:
56. —(1) Subject to subsection (3), the licensing officer may by order revoke any licence if the licensing officer is satisfied that — ( a ) the licensee has failed to comply with — (i) any condition to which the licence is subject; or (ii) any provision of this Act that is applicable to the licensee, and the contravention of which is not an offence; ( b ) the licence had been obtained by fraud or misrepresentation; ( c ) at the time the licence was granted or renewed, the licensing officer was unaware of an existing circumstance that would have required or permitted the licensing officer to refuse to grant or renew the licensee’s licence; ( d ) the licensee is no longer eligible to hold a licence under section 50; ( e ) the licensee has been adjudged a bankrupt in Singapore or elsewhere; ( f ) the licensee is subject to a debt repayment scheme under Part 15 or a voluntary arrangement under Part 14 or is subject to a similar scheme or arrangement outside Singapore; ( g ) the licensee is subject to a disqualification order made under section 149 of the Companies Act 1967 or a similar order under the laws of any foreign country; ( h ) the licensee has been convicted of an offence under this Act; ( i ) the licensee has been convicted in Singapore or elsewhere of an offence involving fraud, dishonesty or moral turpitude; ( j ) the licensee is no longer a fit and proper person to continue to hold the licence; ( k ) it is undesirable in the public interest for the licensee to continue as a licensee; or ( l ) the licensee has died. (2) Subject to subsection (3), the licensing officer may, in any case in which the licensing officer considers that no cause of sufficient gravity for revoking any licence exists, by order — ( a ) suspend the licence for a period not exceeding 6 months; ( b ) direct the licensee to pay a penalty of not more than $100,000; ( c ) censure the licensee concerned; or ( d ) modify any condition of the licence, or impose such other conditions, as the licensing officer considers appropriate. (3) The licensing officer must give the licensee written notice of — ( a ) the licensing officer’s intention to exercise any power under subsection (1) or (2), and the ground for the exercise of such power; and ( b ) the date on which the licensing officer intends to exercise the power. (4) The licensing officer must not, during a period of 30 days after the licensing officer informs the licensee of such intention, exercise any power under subsection (1) or (2), unless the licensee concerned is given an opportunity to be heard, whether in person or by a representative and whether in writing or otherwise. (5) Where the licensing officer has by order revoked a licence under subsection (1) or made any order under subsection (2) in respect of a licensee, the licensing officer must serve on the licensee concerned a notice of the order. (6) An order under subsection (1) or (2) revoking or suspending a licence takes effect at the end of 14 days after the service of the notice of the order on the licensee under subsection (5). (7) In any proceedings under this section consequent upon the conviction of a licensee for a criminal offence, the licensing officer must accept the licensee’s conviction as final and conclusive. (8) In deciding for the purposes of this section whether a licensee is a fit and proper person to continue to hold a licence, the licensing officer may take into account any matter the licensing officer considers relevant, including any matter mentioned in section 51(8). (9) Subsections (4), (5) and (6) do not apply where the licensing officer revokes a licence on the ground mentioned in subsection (1)( l ). (10) If a licensee submits a request in writing to the licensing officer to cancel the licensee’s licence and to have the licensee’s name removed from the register of licensed insolvency practitioners, the licensing officer may (subject to such conditions or directions which the licensing officer may impose or give) cancel the licence and remove the licensee’s name from the register.


document_id: irda-2018
provision_ref: s57
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 57
title: Power to require documents or information
content:
57. —(1) For the purposes of investigating whether any licensee has breached or contravened any requirement under this Act or condition of the licence, the licensing officer may, by notice in writing to any licensee, require that licensee to produce any document, or to provide any information, that — ( a ) is specified or described in the notice, or falls within a category of documents or information that is specified or described in the notice; and ( b ) the licensing officer considers to be relevant to the investigation. (2) A notice under subsection (1) must — ( a ) indicate the subject matter and purpose of the investigation; and ( b ) provide information on the offences under subsections (5), (9) and (10). (3) The licensing officer may specify in the notice — ( a ) the time and place at which any document is to be produced or any information is to be provided; and ( b ) the manner and form in which that document is to be produced or that information is to be provided. (4) The power under this section to require a licensee to produce a document includes the power — ( a ) if the document is produced — (i) to take copies of or extracts from the document; and (ii) to require that licensee, or any present or past employee of that licensee, to provide an explanation of the document; or ( b ) if the document is not produced, to require that licensee to state, to the best of that licensee’s knowledge and belief, where the document is. (5) Any person who fails to comply with a requirement imposed on the person under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both. (6) If a person is charged with an offence under subsection (5) in respect of a requirement to produce a document, it is a defence for the person to prove that — ( a ) the document was not in the person’s possession or under the person’s control; and ( b ) the person had a reasonable excuse for failing to comply with the requirement. (7) If a person is charged with an offence under subsection (5) in respect of a requirement — ( a ) to provide information; ( b ) to provide an explanation of a document; or ( c ) to state where a document is to be found, it is a defence for the person to prove that the person had a reasonable excuse for failing to comply with the requirement. (8) Failure to comply with a requirement imposed under subsection (1) is not an offence if the licensing officer imposing the requirement has failed to act in accordance with subsections (1) and (2). (9) Any person who, having been required to produce a document under subsection (1) — ( a ) intentionally or recklessly destroys or otherwise disposes of the document; ( b ) falsifies or conceals the document; or ( c ) causes or permits the destruction, disposal, falsification or concealment of the document, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 12 months or to both. (10) Any person who, pursuant to a notice under subsection (1), provides information or produces any document to the licensing officer knowing the information or document to be false or misleading in a material particular or being reckless as to whether the information or document is false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 12 months or to both.


document_id: irda-2018
provision_ref: s58
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 58
title: Power to issue written directions
content:
58. —(1) Where any licensee contravenes, or is likely to contravene, any provision of this Division or any condition of the licence, the licensing officer may, if the licensing officer thinks it necessary or expedient for the purposes of administration of this Division, issue a written direction to the licensee to require the licensee to do either or both of the following: ( a ) to comply with, or cease the contravention of, that provision or condition; ( b ) to make good any default arising from the contravention. (2) The licensing officer may at any time vary, rescind or revoke any written direction issued under subsection (1). (3) Any licensee who fails to comply with any requirement specified in a written direction issued under subsection (1) shall be guilty of an offence and shall be liable on conviction — ( a ) to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 12 months or to both; and ( b ) in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.


document_id: irda-2018
provision_ref: s59
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 59
title: Appeal to Minister
content:
59. —(1) Any person whose application for a licence, or for the renewal of a licence, has been refused by the licensing officer may, within the appeal period after being notified of such refusal, appeal against the refusal in the prescribed manner to the Minister. (2) Where a licence is granted or renewed by the licensing officer subject to conditions, or where any condition is added or varied under section 52(3), the licensee concerned may, within the appeal period after being notified of such conditions, addition or variation, appeal against the conditions in the prescribed manner to the Minister. (3) If the licensing officer has made any order under section 56(1) or (2) in respect of any licensee, the licensee may, within the appeal period after being served with the notice of the order, appeal against the order in the prescribed manner to the Minister. (4) In any appeal under this section against any decision or order of the licensing officer made consequent upon the conviction of the licensee for a criminal offence, the Minister must accept the licensee’s conviction as final and conclusive. (5) An appeal under this section against any decision or order of the licensing officer (except an order mentioned in section 56(6)) does not stay the decision or order appealed against or prevent the taking of action to implement the decision or order, and the decision or order appealed against must be complied with until the determination of the appeal. (6) The Minister’s decision on an appeal under this section is final. (7) In this section, “appeal period” means 30 days or such longer period as the Minister allows in a particular case, whether allowed before or after the end of the 30 days.


document_id: irda-2018
provision_ref: s60
chapter: PART 3 - OFFICIAL ASSIGNEE, OFFICIAL RECEIVER
section: 60
title: Composition of offences
content:
60. —(1) The licensing officer may compound any offence under this Division which is prescribed as a compoundable offence by collecting from the person reasonably suspected of having committed the offence a sum not exceeding the lower of the following: ( a ) one half of the amount of the maximum fine that is prescribed for the offence; ( b ) $5,000. (2) On payment of the sum of money under subsection (1), no further proceedings are to be taken against that person in respect of the offence. (3) All sums collected under this section must be paid into the Consolidated Fund.


document_id: irda-2018
provision_ref: s61
chapter: PART 4 - CORPORATE INSOLVENCY, RESTRUCTURING AND
section: 61
title: Interpretation of Parts 4 to 12
content:
61. —(1) In Parts 4 to 12, unless the context otherwise requires — “accounts” has the meaning given by section 4(1) of the Companies Act 1967; “books” has the meaning given by section 4(1) of the Companies Act 1967; “business day” means any day other than a Saturday, Sunday or public holiday; “certified” — ( a ) in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document; and ( b ) in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the English language; “charge” has the meaning given by section 4(1) of the Companies Act 1967; “chief executive officer” has the meaning given by section 4(1) of the Companies Act 1967; “company limited by guarantee” has the meaning given by section 4(1) of the Companies Act 1967; “company limited by shares” has the meaning given by section 4(1) of the Companies Act 1967; “constitution”, in relation to a company, has the meaning given by section 4(1) of the Companies Act 1967; “creditors’ voluntary winding up” means a winding up under Division 3 of Part 8, other than a members’ voluntary winding up; “debenture” has the meaning given by section 4(1) of the Companies Act 1967; “default penalty” means a default penalty within the meaning given by section 267; “director” has the meaning given by section 4(1) of the Companies Act 1967; “document” includes any summons, order or other legal process, any notice and any register; “holding company” has the meaning given by section 5 of the Companies Act 1967; “limited company” has the meaning given by section 4(1) of the Companies Act 1967; “members’ voluntary winding up” means a winding up under Division 3 of Part 8, for which a declaration has been made and lodged under section 163; “netting arrangement” means an arrangement under which 2 or more claims or obligations can be converted into a net claim or obligation, and includes a close‑out netting arrangement (under which actual or theoretical debts are calculated during the course of a contract for the purpose of enabling them to be set off against each other or to be converted into a net debt); “officer”, in relation to a corporation, includes — ( a ) a director or secretary of the corporation, or a person employed in an executive capacity by the corporation; ( b ) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and ( c ) a liquidator of a company appointed in a voluntary winding up, but does not include — ( d ) a receiver who is not also a manager; ( e ) a receiver and manager appointed by the Court; ( f ) a liquidator appointed by the Court or by the creditors; or ( g ) a judicial manager appointed under Part 7; “preferential debt” means any debt that is to be paid in priority to all other unsecured debts, and is specified in section 203; “registered”, in relation to a corporation, means registered under the Companies Act 1967 or any corresponding previous enactment; “resolution for voluntary winding up” means the resolution mentioned in section 160; “scheme manager”, in relation to any scheme of arrangement between a company and the company’s creditors or any class of those creditors, under Part 7 of the Companies Act 1967 or Part 5 of this Act, means any person appointed by the Court or the company under the scheme of arrangement to administer and manage the scheme of arrangement; “scheme of arrangement” means any compromise or arrangement, between a company and the company’s creditors or any class of those creditors, approved under Part 7 of the Companies Act 1967 or Part 5 of this Act; “security” means any mortgage, charge, pledge, lien or other security recognised by law; “set‑off arrangement” means an arrangement under which 2 or more debts, claims or obligations can be set off against each other; “share” has the meaning given by section 4(1) of the Companies Act 1967; “special notice” has the meaning given by section 185 of the Companies Act 1967; “special resolution” means a special resolution mentioned in section 184 of the Companies Act 1967; “statutory meeting” has the meaning given by section 4(1) of the Companies Act 1967; “statutory report” has the meaning given by section 4(1) of the Companies Act 1967; “treasury share” has the meaning given by section 4(1) of the Companies Act 1967; “ultimate holding company” has the meaning given by section 5A of the Companies Act 1967; “unit” has the meaning given by section 4(1) of the Companies Act 1967; “unlimited company” has the meaning given by section 4(1) of the Companies Act 1967. (2) A reference in Parts 4 to 12 to the directors of a company is, in the case of a company that has only one director, to be construed as a reference to that director. (3) A reference in Parts 4 to 12 to the doing of any act by 2 or more directors of a company is, in the case of a company that has only one director, to be construed as the doing of that act by that director.


document_id: irda-2018
provision_ref: s62
chapter: PART 4 - CORPORATE INSOLVENCY, RESTRUCTURING AND
section: 62
title: Matters constituting affairs of company
content:
62. A reference in section 125(1)( f ) or 157 to the affairs of a company is, unless the contrary intention appears, to be construed as a reference to — ( a ) the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with another person or other persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with another person or other persons and including property held as agent, bailee or trustee), liabilities (including liabilities owed jointly with another person or other persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the company; ( b ) in the case of a company (not being a trustee company) that is a trustee (but without limiting paragraph ( a )), matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust; ( c ) the internal management and proceeding of the company; ( d ) any act or thing done (including any contract made and any transaction entered into) by or on behalf of the company, or to or in relation to the company or its business or property, at a time when — (i) a receiver, or a receiver and manager, is in possession of, or has control over, property of the company; (ii) the company is under judicial management; (iii) a compromise or an arrangement made between the company and another person or other persons is being administered; or (iv) the company is being wound up, and, without limiting the generality of the foregoing, any conduct of such a receiver or such a receiver and manager, or such a judicial manager, of any person administering such a compromise or arrangement or of any liquidator or provisional liquidator of the company; ( e ) the ownership of shares in, debentures of, and interests issued by, the company; ( f ) the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the company or to dispose of, or to exercise control over the disposal of, such shares; ( g ) matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the company, or are or have been able to control or materially to influence the policy of the company; ( h ) the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, or interests issued by, the company; ( i ) where the company has issued interests, any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the interests relate; and ( j ) matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters mentioned in any of the preceding paragraphs.


document_id: irda-2018
provision_ref: s63
chapter: PART 5 - SCHEME OF ARRANGEMENT
section: 63
title: Application of this Part
content:
63. —(1) This Part only applies in a case that involves a compromise or an arrangement between a company and its creditors or any class of those creditors. (2) Except as provided in sections 69, 70 and 71, this Part does not derogate from sections 210 and 211 of the Companies Act 1967. (3) In this Part, “company” means any corporation liable to be wound up under this Act, but excludes such company or class of companies as the Minister may by order in the Gazette prescribe.


document_id: irda-2018
provision_ref: s64
chapter: PART 5 - SCHEME OF ARRANGEMENT
section: 64
title: Power of Court to restrain proceedings, etc., against company
content:
64. —(1) Where a company proposes, or intends to propose, a compromise or an arrangement between the company and its creditors or any class of those creditors, the Court may, on the application of the company, make one or more of the following orders, each of which is in force for such period as the Court thinks fit: ( a ) an order restraining the passing of a resolution for the winding up of the company; ( b ) an order restraining the appointment of a receiver or manager over any property or undertaking of the company; ( c ) an order restraining the commencement or continuation of any proceedings (other than proceedings under section 210 or 212 of the Companies Act 1967, or this section or section 66, 69 or 70) against the company, except with the permission of the Court and subject to such terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( d ) an order restraining the issuance, continuation or execution of any enforcement order or other legal process, or the levying of any distress, against any property of the company, except with the permission of the Court and subject to such terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( e ) an order restraining the taking of any step to enforce any security over any property of the company, or to repossess any goods held by the company under any chattels leasing agreement, hire‑purchase agreement or retention of title agreement, except with the permission of the Court and subject to such terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( f ) an order restraining the enforcement of any right of re‑entry or forfeiture under any lease in respect of any premises occupied by the company (including any enforcement pursuant to section 18 or 18A of the Conveyancing and Law of Property Act 1886), except with the permission of the Court and subject to such terms as the Court imposes. [Act 25 of 2021 wef 01/04/2022] (2) The company may make the application under subsection (1) only if all of the following conditions are satisfied: ( a ) no order has been made and no resolution has been passed for the winding up of the company; ( b ) the company makes, or undertakes to the Court to make as soon as practicable — (i) an application under section 210(1) of the Companies Act 1967 for the Court to order to be summoned a meeting of the creditors or class of creditors in relation to the compromise or arrangement mentioned in subsection (1); or (ii) an application under section 71(1) to approve the compromise or arrangement mentioned in subsection (1); ( c ) the company does not make an application under section 210(10) of the Companies Act 1967. (3) When the company makes the application under subsection (1) to the Court — ( a ) the company must publish a notice of the application in the Gazette and in at least one English local daily newspaper, and send a copy of the notice published in the Gazette to the Registrar of Companies; and ( b ) unless the Court orders otherwise, the company must send a notice of the application to each creditor meant to be bound by the intended or proposed compromise or arrangement and who is known to the company. (4) The company must file the following with the Court together with the application under subsection (1): ( a ) evidence of support from the company’s creditors for the intended or proposed compromise or arrangement, together with an explanation of how such support would be important for the success of the intended or proposed compromise or arrangement; ( b ) in a case where the company has not proposed the compromise or arrangement to the creditors or class of creditors yet, a brief description of the intended compromise or arrangement, containing sufficient particulars to enable the Court to assess whether the intended compromise or arrangement is feasible and merits consideration by the company’s creditors when a statement mentioned in section 211(1)( a ) of the Companies Act 1967 or section 71(3)( a ) relating to the intended compromise or arrangement is placed before those creditors; ( c ) a list of every secured creditor of the company; ( d ) a list of all unsecured creditors who are not related to the company or, if there are more than 20 such unsecured creditors, a list of the 20 such unsecured creditors whose claims against the company are the largest among all such unsecured creditors. (5) An order of the Court under subsection (1) — ( a ) may be made subject to such terms as the Court imposes; and ( b ) may be expressed to apply to any act of any person in Singapore or within the jurisdiction of the Court, whether the act takes place in Singapore or elsewhere. (6) When making an order under subsection (1), the Court must order the company to submit to the Court, within such time as the Court may specify, sufficient information relating to the company’s financial affairs to enable the company’s creditors to assess the feasibility of the intended or proposed compromise or arrangement, including such of the following information as the Court may specify: ( a ) a report on the valuation of each of the company’s significant assets; ( b ) if the company acquires or disposes of any property or grants security over any property — information relating to the acquisition, disposal or grant of security, such information to be submitted not later than 14 days after the date of the acquisition, disposal or grant of security; ( c ) periodic financial reports of the company and the company’s subsidiaries; ( d ) forecasts of the profitability, and the cash flow from the operations, of the company and the company’s subsidiaries. (7) The Court may make an order extending the period for which an order under subsection (1) is in force, if an application for the extension of the period is made by the company before the expiry of that period. (8) Subject to subsection (9), during the automatic moratorium period for an application under subsection (1) by a company — ( a ) no order may be made, and no resolution may be passed, for the winding up of the company; ( b ) no receiver or manager may be appointed over any property or undertaking of the company; ( c ) no proceedings (other than proceedings under section 210 or 212 of the Companies Act 1967, or this section or section 66, 69 or 70) may be commenced or continued against the company, except with the permission of the Court and subject to such terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( d ) no enforcement order or other legal process may be issued, continued or executed, and no distress may be levied, against any property of the company, except with the permission of the Court and subject to such terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( e ) no step may be taken to enforce any security over any property of the company, or to repossess any goods under any chattels leasing agreement, hire‑purchase agreement or retention of title agreement, except with the permission of the Court and subject to such terms as the Court imposes; and [Act 25 of 2021 wef 01/04/2022] ( f ) despite sections 18 and 18A of the Conveyancing and Law of Property Act 1886, no right of re‑entry or forfeiture under any lease in respect of any premises occupied by the company may be enforced, except with the permission of the Court and subject to such terms as the Court imposes. [Act 25 of 2021 wef 01/04/2022] (9) Subsection (8) does not apply to a company that makes an application under subsection (1) if, within the period of 12 months immediately before the date on which that application is made, the company made an earlier application under subsection (1) to which subsection (8) applied. (10) The company, any creditor of the company, or any receiver and manager of the whole (or substantially the whole) of the property or undertaking of the company, may apply to the Court for — ( a ) an order discharging or varying any order made under subsection (1); or ( b ) an order that subsection (8), or any paragraph of that subsection that is specified in the order, does not apply to the company starting on the date of the order. (11) The Court must grant an application under subsection (10) by a creditor of a company, or by a receiver and manager of the whole (or substantially the whole) of the property or undertaking of a company, if the company failed to comply with subsection (4) when making the application under subsection (1) for the order under subsection (1), and the Court may impose such terms when granting the application under subsection (10) as the Court thinks fit. (12) Neither an order made by the Court under subsection (1) nor subsection (8) affects — ( a ) the exercise of any legal right under any arrangement (including a set‑off arrangement or a netting arrangement) that may be prescribed by regulations; or ( b ) the commencement or continuation of any proceedings that may be prescribed by regulations. (13) The company must, within 14 days after the date of an order made under subsection (1), (7) or (10), lodge a copy of the order with the Registrar of Companies. (14) In this section — “automatic moratorium period”, in relation to an application under subsection (1), means the period starting on the date on which the application is made, and ending on the earlier of the following: ( a ) a date that is 30 days after the date on which the application is made; ( b ) the date on which the application is decided by the Court; “chattels leasing agreement”, “hire-purchase agreement” and “retention of title agreement” have the meanings given by section 88(1).


document_id: irda-2018
provision_ref: s65
chapter: PART 5 - SCHEME OF ARRANGEMENT
section: 65
title: Power of Court to restrain proceedings, etc., against subsidiary or holding company
content:
65. —(1) Where the Court has made an order under section 64(1) in relation to a company (called in this section the subject company), the Court may, on the application of a company that is a subsidiary, a holding company or an ultimate holding company of the subject company (called in this section the related company), make one or more of the following orders, each of which is in force for such period (but not exceeding the period for which the order under section 64(1) is in force) as the Court thinks fit: ( a ) an order restraining the passing of a resolution for the winding up of the related company; ( b ) an order restraining the appointment of a receiver or manager over any property or undertaking of the related company; ( c ) an order restraining the commencement or continuation of any proceedings (other than proceedings under section 210 or 212 of the Companies Act 1967 or this section or section 66, 69 or 70) against the related company, except with the permission of the Court and subject to such terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( d ) an order restraining the issuance, continuation or execution of any enforcement order or other legal process, or the levying of any distress, against any property of the related company, except with the permission of the Court and subject to such terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( e ) an order restraining the taking of any step to enforce any security over any property of the related company, or to repossess any goods held by the related company under any chattels leasing agreement, hire‑purchase agreement or retention of title agreement, except with the permission of the Court and subject to such terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( f ) an order restraining the enforcement of any right of re‑entry or forfeiture under any lease in respect of any premises occupied by the related company (including any enforcement pursuant to section 18 or 18A of the Conveyancing and Law of Property Act 1886), except with the permission of the Court and subject to such terms as the Court imposes. [Act 25 of 2021 wef 01/04/2022] (2) The related company may make the application under subsection (1) only if all of the following conditions are satisfied: ( a ) no order has been made and no resolution has been passed for the winding up of the related company; ( b ) the order under section 64(1) made in relation to the subject company is in force; ( c ) the related company plays a necessary and integral role in the compromise or arrangement relied on by the subject company to make the application for the order under section 64(1); ( d ) the compromise or arrangement mentioned in paragraph ( c ) will be frustrated if one or more of the actions that may be restrained by an order under subsection (1) are taken against the related company; ( e ) the Court is satisfied that the creditors of the related company will not be unfairly prejudiced by the making of an order under subsection (1). (3) When the related company makes the application under subsection (1) to the Court — ( a ) the related company must publish a notice of the application in the Gazette and in at least one English local daily newspaper, and send a copy of the notice published in the Gazette to the Registrar of Companies; and ( b ) unless the Court orders otherwise, the related company must send a notice of the application to each creditor of the related company who will be affected by an order under subsection (1) and who is known to the related company. (4) An order of the Court under subsection (1) — ( a ) may be made subject to such terms as the Court imposes; and ( b ) may be expressed to apply to any act of any person in Singapore or within the jurisdiction of the Court, whether the act takes place in Singapore or elsewhere. (5) The Court may make an order extending the period for which an order under subsection (1) is in force, if an application for the extension of the period is made by the related company before the expiry of that period. (6) The related company, any creditor of the related company, or any receiver and manager of the whole (or substantially the whole) of the property or undertaking of the related company, may apply to the Court for an order discharging or varying any order made under subsection (1). (7) An order made by the Court under subsection (1) does not affect — ( a ) the exercise of any legal right under any arrangement (including a set‑off arrangement or a netting arrangement) that may be prescribed by regulations; or ( b ) the commencement or continuation of any proceedings that may be prescribed by regulations. (8) The related company must, within 14 days after the date of an order made under subsection (1), (5) or (6), lodge a copy of the order with the Registrar of Companies. (9) In this section, “chattels leasing agreement”, “hire‑purchase agreement” and “retention of title agreement” have the meanings given by section 88(1).


document_id: irda-2018
provision_ref: s66
chapter: PART 5 - SCHEME OF ARRANGEMENT
section: 66
title: Restraint of disposition of property, etc., during moratorium period
content:
66. —(1) The Court may, on an application made by any creditor of a relevant company at any time during a moratorium period, make either or both of the following orders, each of which is in force for such part of the moratorium period as the Court thinks fit: ( a ) an order restraining the relevant company from disposing of the property of the relevant company other than in good faith and in the ordinary course of the business of the relevant company; ( b ) an order restraining the relevant company from transferring any share in, or altering the rights of any member of, the relevant company. (2) In this section — “moratorium period”, in relation to a relevant company, means any of the following periods that is applicable to the company: ( a ) the automatic moratorium period mentioned in section 64(8); ( b ) the period during which an order under section 64(1) is in force, including any extension of that period under section 64(7); ( c ) the period during which an order under section 65(1) is in force, including any extension of that period under section 65(5); “relevant company” means a company that has made an application under section 64(1), or in relation to which an order under section 65(1) is made.


document_id: irda-2018
provision_ref: s67
chapter: PART 5 - SCHEME OF ARRANGEMENT
section: 67
title: Super priority for rescue financing
content:
67. —(1) Where a company has made an application under section 210(1) of the Companies Act 1967 or section 64(1), the Court may, on an application by the company under this subsection, make one or more of the following orders: ( a ) an order that if the company is wound up, the debt arising from any rescue financing obtained, or to be obtained, by the company is to be treated as if it were part of the costs and expenses of the winding up mentioned in section 203(1)( b ); ( b ) an order that if the company is wound up, the debt arising from any rescue financing obtained, or to be obtained, by the company is to have priority over all the preferential debts specified in section 203(1)( a ) to ( i ) and all other unsecured debts, if the company would not have been able to obtain the rescue financing from any person unless the debt arising from the rescue financing is given the priority mentioned in this paragraph; ( c ) an order that the debt arising from any rescue financing to be obtained by the company is to be secured by — (i) a security interest on property of the company that is not otherwise subject to any security interest; or (ii) a subordinate security interest on property of the company that is subject to an existing security interest, if the company would not have been able to obtain the rescue financing from any person unless the debt arising from the rescue financing is secured in the manner mentioned in this paragraph; ( d ) an order that the debt arising from any rescue financing to be obtained by the company is to be secured by a security interest, on property of the company that is subject to an existing security interest, of the same priority as or a higher priority than that existing security interest, if — (i) the company would not have been able to obtain the rescue financing from any person unless the debt arising from the rescue financing is secured in the manner mentioned in this paragraph; and (ii) there is adequate protection for the interests of the holder of that existing security interest. (2) A company that makes an application under subsection (1) must, unless the Court orders otherwise, send a notice of the application to each creditor of the company. (3) Where a company that has 2 or more super priority debts is wound up, the super priority debts — ( a ) rank equally in priority between themselves; and ( b ) are to be paid in full or, if the company has insufficient property to meet them, are to abate in equal proportions between themselves. (4) Where a company that has any super priority debt or debts is wound up, the super priority debt or debts constitute one class of debts and, despite section 203 — ( a ) the super priority debt or debts are to be paid in priority to all the preferential debts specified in section 203(1)( a ) to ( i ) and all other unsecured debts; and ( b ) if the property of the company available for the payment of the super priority debt or debts is insufficient to meet the super priority debt or debts, the super priority debt or debts — (i) have priority over the claims of the holders of any debentures of the company secured by a floating charge (which, as created, was a floating charge); and (ii) are to be paid out of any property comprised in or subject to that floating charge. (5) The reversal or modification on appeal of an order under subsection (1)( c ) or ( d ) does not affect the validity of any debt so incurred, or any security interest that was granted pursuant to the order, or the priority of that security interest, if the rescue financing (from which arose the debt intended to be secured by that security interest) was provided in good faith, whether or not with knowledge of the appeal, unless the order was stayed pending the appeal before the rescue financing was provided. (6) For the purposes of subsection (1)( d )(ii), there is adequate protection for the interests of the holder of an existing security interest on the property of a company, if — ( a ) the Court orders the company to make one or more cash payments to the holder, the total amount of which is sufficient to compensate the holder for any decrease in the value of the holder’s existing security interest that may result from the making of the order under subsection (1)( d ); ( b ) the Court orders the company to provide to the holder additional or replacement security of a value sufficient to compensate the holder for any decrease in the value of the holder’s existing security interest that may result from the making of the order under subsection (1)( d ); or ( c ) the Court grants any relief (other than compensation) that will result in the realisation by the holder of the indubitable equivalent of the holder’s existing security interest. (7) Sections 205, 224, 225 and 228 do not affect any priority conferred, any security interest or relief granted, or any payment made, pursuant to and in accordance with an order made by the Court under subsection (1). (8) The company must, within 14 days after the date of an order made under subsection (1), lodge a copy of the order with the Registrar of Companies. (9) In this section — “rescue financing” means any financing that satisfies either or both of the following conditions: ( a ) the financing is necessary for the survival of a company that obtains the financing, or of the whole or any part of the undertaking of that company, as a going concern; ( b ) the financing is necessary to achieve a more advantageous realisation of the assets of a company that obtains the financing, than on a winding up of that company; “security interest” means any mortgage, charge, pledge, lien or other type of security interest recognised by law; “super priority debt” means a debt, arising from any rescue financing obtained or to be obtained by a company, that is to have priority, pursuant to an order under subsection (1)( b ), over all the preferential debts specified in section 203(1)( a ) to ( i ) and all other unsecured debts, if the company is wound up.


document_id: irda-2018
provision_ref: s68
chapter: PART 5 - SCHEME OF ARRANGEMENT
section: 68
title: Filing, inspection and adjudication of proofs of debt
content:
68. —(1) Where the Court orders under section 210(1) of the Companies Act 1967 a meeting of the creditors, or a class of creditors, of a company to be summoned, the company must state in every notice mentioned in section 211(1) of that Act summoning the meeting (called in this section the notice summoning the meeting) — ( a ) the manner in which a creditor is to file a proof of debt with the company; and ( b ) the period within which the proof is to be filed. (2) Subject to subsection (3), if a creditor does not file the creditor’s proof of debt in the manner and within the period stated in the notice summoning the meeting, the creditor is not allowed to vote (whether in person or by proxy) at the meeting. (3) The Court may, on an application made by the company or a creditor, make an order extending the period stated in the notice summoning the meeting within which a proof of debt is to be filed. (4) Upon the making of an order under subsection (3), the company must as soon as practicable send a notice of the order to each creditor meant to be bound by the compromise or arrangement. (5) Every proof of debt filed under this section is to be adjudicated by the person who is appointed by the Court to serve as the chairperson of the meeting summoned pursuant to the order made under section 210(1) of the Companies Act 1967 (called in this section the chairperson). (6) A creditor who has filed a proof of debt under this section is entitled to inspect the whole or any part of a proof of debt filed by any other creditor, except a part of the other creditor’s proof that contains information that is subject to any obligation as to secrecy, or to any other restriction upon the disclosure of information, imposed by any written law, rule of law, contract or rule of professional conduct, or by any person or authority under any written law. (7) The chairperson must inform each creditor who has filed a proof of debt, within such time and manner as may be prescribed, of the results of the adjudication of the proofs of debt filed by all creditors. (8) A creditor ( A ) who has filed a proof of debt may object to one or more of the following: ( a ) the rejection by the chairperson of the whole or any part of A ’s proof of debt; ( b ) the admission by the chairperson of the whole or any part of a proof of debt filed by another creditor; ( c ) a request by another creditor to inspect the whole or any part of A ’s proof of debt. (9) Any dispute between the chairperson and the company, between the chairperson and one or more creditors in relation to the rejection of a proof of debt, or between 2 or more creditors in relation to the inspection or admission of a proof of debt, may be adjudicated by an independent assessor appointed — ( a ) by the agreement of all parties to the dispute; or ( b ) if there is no such agreement, by the Court on the application of — (i) any party to the dispute; or (ii) the company (whether or not a party to the dispute). (10) Where a creditor, the company or the chairperson disagrees with any decision of an independent assessor on an adjudication under subsection (9) in relation to the inspection, admission or rejection of a proof of debt, the creditor, company or chairperson (as the case may be) may file a notice of disagreement regarding that decision for consideration by the Court when the Court hears an application for the Court’s approval under section 210(4) of the Companies Act 1967 of the compromise or arrangement in question. (11) When exercising its discretion under section 210(4) of the Companies Act 1967, the Court must take into account any notice of disagreement filed under subsection (10). (12) The Minister may make regulations to provide for the procedure relating to the inspection and adjudication of proofs of debt filed by creditors under this section. (13) Without limiting subsection (12), the regulations mentioned in that subsection may provide for the following matters: ( a ) the procedures for the making of a request, by a creditor who has filed a proof of debt, to inspect a proof of debt filed by any other creditor, and for the objection to the request by that other creditor; ( b ) the period within which a proof of debt is to be adjudicated by the chairperson; ( c ) the time and manner in which creditors are to be informed under subsection (7) of the results of the adjudication; ( d ) the procedure relating to the resolution of any dispute mentioned in subsection (9). (14) Despite anything in the regulations mentioned in subsection (12), the Court may — ( a ) on an application by the company, approve any variation in or substitution of the procedure relating to the inspection and adjudication of proofs of debt filed by creditors under this section; and ( b ) on an application by any person subject to any requirement imposed by the regulations, grant relief to the person or extend the time for the person to comply with the requirement.


document_id: irda-2018
provision_ref: s69
chapter: PART 5 - SCHEME OF ARRANGEMENT
section: 69
title: Power of Court to order re‑vote
content:
69. —(1) At the hearing of an application for the Court’s approval under section 210(4) of the Companies Act 1967 of a compromise or an arrangement between a company and its creditors or any class of those creditors, the Court may order the company to hold another meeting of the creditors or class of creditors (called in this section the further meeting) for the purpose of putting the compromise or arrangement to a re‑vote. (2) When making an order under subsection (1), the Court may — ( a ) make the order subject to such terms as the Court thinks fit; ( b ) direct that the further meeting be summoned or held in such manner as the Court thinks fit; and ( c ) make such orders or directions as the Court thinks appropriate in respect of one or more of the following matters: (i) the classification of any creditor for the purposes of voting at the further meeting; (ii) the quantum of any creditor’s debt that is to be admitted for the purposes of voting at the further meeting; (iii) the weight to be attached to the vote of any creditor at the further meeting.


document_id: irda-2018
provision_ref: s70
chapter: PART 5 - SCHEME OF ARRANGEMENT
section: 70
title: Power of Court to cram down
content:
70. —(1) This section applies where — ( a ) a compromise or an arrangement between a company and its creditors or any class of those creditors has been voted on at a relevant meeting; ( b ) the creditors meant to be bound by the compromise or arrangement are placed in 2 or more classes of creditors for the purposes of voting on the compromise or arrangement at the relevant meeting; ( c ) the conditions in section 210(3AB)( a ) and ( b ) of the Companies Act 1967 (insofar as they are applicable) are satisfied at the relevant meeting in respect of at least one class of creditors; and ( d ) either or both of the conditions in section 210(3AB)( a ) and ( b ) of the Companies Act 1967 (insofar as they are applicable) are not satisfied at the relevant meeting in respect of at least one class of creditors (each called in this section a dissenting class). (2) Despite section 210(3AA) and (3AB)( a ) and ( b ) of the Companies Act 1967, the Court may, subject to this section and on the application of the company, or of a creditor of the company who has obtained the permission of the Court to make an application under this subsection, approve the compromise or arrangement, and order that the compromise or arrangement be binding on the company and all classes of creditors meant to be bound by the compromise or arrangement. [Act 25 of 2021 wef 01/04/2022] (3) The Court may not make an order under subsection (2) unless — ( a ) a majority in number of the creditors meant to be bound by the compromise or arrangement, and who were present and voting (either in person or by proxy) at the relevant meeting, have agreed to the compromise or arrangement; ( b ) the majority in number of creditors mentioned in paragraph ( a ) represents three‑fourths in value of the creditors meant to be bound by the compromise or arrangement, and who were present and voting (either in person or by proxy) at the relevant meeting; and ( c ) the Court is satisfied that the compromise or arrangement does not discriminate unfairly between 2 or more classes of creditors, and is fair and equitable to each dissenting class. (4) For the purposes of subsection (3)( c ), a compromise or an arrangement is not fair and equitable to a dissenting class unless — ( a ) no creditor in the dissenting class receives, under the terms of the compromise or arrangement, an amount that is lower than what the creditor is estimated by the Court to receive in the most likely scenario if the compromise or arrangement does not become binding on the company and all classes of creditors meant to be bound by the compromise or arrangement; and ( b ) either of the following applies: (i) where the creditors in the dissenting class are secured creditors, the terms of the compromise or arrangement — (A) must provide for each creditor in the dissenting class to receive deferred cash payments totalling the amount of the creditor’s claim that is secured by the security held by the creditor, and preserve that security and the extent of that claim (whether or not the property subject to that security is to be retained by the company or transferred to another entity under the terms of the compromise or arrangement); (B) must provide that where the security held by any creditor in the dissenting class to secure the creditor’s claim is to be realised by the company free of encumbrances, the creditor has a charge over the proceeds of the realisation to satisfy the creditor’s claim that is secured by that security; or (C) must provide that each creditor in the dissenting class is entitled to realise the indubitable equivalent of the security held by the creditor in order to satisfy the creditor’s claim that is secured by that security; (ii) where the creditors in the dissenting class are unsecured creditors, the terms of the compromise or arrangement — (A) must provide for each creditor in that class to receive property of a value equal to the amount of the creditor’s claim; or (B) must not provide for any creditor with a claim that is subordinate to the claim of a creditor in the dissenting class, or any member, to receive or retain any property of the company on account of the subordinate claim or the member’s interest. (5) The Court may appoint any person of suitable knowledge, qualification or experience to assist the Court in estimating the amount that a creditor is expected to receive in the most likely scenario if the compromise or arrangement does not become binding on the company and all classes of creditors meant to be bound by the compromise or arrangement. (6) In this section, “relevant meeting” means — ( a ) in a case where the compromise or arrangement in question is subject to a re‑vote under section 69(1), the meeting held for that purpose; or ( b ) in any other case, the meeting ordered by the Court under section 210(1) of the Companies Act 1967 or, if that meeting is adjourned under section 210(3) of that Act, the adjourned meeting.


document_id: irda-2018
provision_ref: s71
chapter: PART 5 - SCHEME OF ARRANGEMENT
section: 71
title: Power of Court to approve compromise or arrangement without meeting of creditors
content:
71. —(1) Despite section 210 of the Companies Act 1967 but subject to this section, where a compromise or an arrangement is proposed between a company and its creditors or any class of those creditors, the Court may, on an application made by the company, make an order approving the compromise or arrangement, even though no meeting of the creditors or class of creditors has been ordered under section 210(1) of that Act or held. (2) Subject to subsection (10), if the compromise or arrangement is approved by order of the Court under subsection (1), the compromise or arrangement is binding on the company and the creditors or class of creditors meant to be bound by the compromise or arrangement. (3) The Court must not approve a compromise or an arrangement under subsection (1) unless — ( a ) the company has provided each creditor meant to be bound by the compromise or arrangement with a statement that complies with subsection (6) and contains the following information: (i) information concerning the company’s property, assets, business activities, financial condition and prospects; (ii) information on the manner in which the terms of the compromise or arrangement will, if it takes effect, affect the rights of the creditor; (iii) such other information as is necessary to enable the creditor to make an informed decision whether to agree to the compromise or arrangement; ( b ) the company has published a notice of the application under subsection (1) in the Gazette and in at least one English local daily newspaper, and has sent a copy of the notice published in the Gazette to the Registrar of Companies; ( c ) the company has sent a notice and a copy of the application under subsection (1) to each creditor meant to be bound by the compromise or arrangement; and ( d ) the Court is satisfied that had a meeting of the creditors or class of creditors been summoned, the conditions in section 210(3AB)( a ) and ( b ) of the Companies Act 1967 (insofar as they relate to the creditors or class of creditors) would have been satisfied. (4) Despite subsection (3)( c ), the company may, if directed by the Court, give notice of the application under subsection (1) to the creditors or class of creditors in such manner as the Court may direct. (5) The Court may grant its approval of a compromise or an arrangement subject to such alterations or conditions as the Court thinks just. (6) The statement mentioned in subsection (3)( a ) must — ( a ) explain the effect of the compromise or arrangement and, in particular, state — (i) any material interests of the directors of the company (whether as directors or as members, creditors or holders of units of shares of the company or otherwise); and (ii) the effect that the compromise or arrangement has on those interests, insofar as that effect is different from the effect that the compromise or arrangement has on the like interests of other persons; and ( b ) where the compromise or arrangement affects the rights of debenture holders, contain the like explanation with respect to the trustees for the debenture holders as, under paragraph ( a ), the statement is required to give with respect to the directors of the company. (7) Each director, and each trustee for debenture holders, must give notice to the company of such matters relating to the director or trustee as may be necessary for the purposes of subsection (6) within 7 days after the director or trustee receives a request in writing from the company for information as to such matters. (8) Any director of a company or trustee for debenture holders who contravenes subsection (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months. (9) A person, being a director of a company or a trustee for debenture holders, is not guilty of an offence under subsection (8), if the person shows that the person’s contravention of subsection (7) was due to the refusal of another director of the company or trustee for debenture holders to supply to the person the particulars of the person’s material interests affected by the compromise or arrangement. (10) Unless the Court orders otherwise, an order made under subsection (1) — ( a ) has no effect until a copy of the order is lodged with the Registrar of Companies; and ( b ) takes effect starting on the date of the lodgment. (11) Where the terms of any compromise or arrangement approved under this section provide for any money or other consideration to be held by or on behalf of any party to the compromise or arrangement in trust for any person, the person holding the money or other consideration may after the expiration of 2 years, and must before the expiration of 10 years, starting on the date on which the money or other consideration was received by the person, transfer the money or other consideration to the Official Receiver. (12) The Official Receiver must — ( a ) deal with any moneys received under subsection (11) as if the moneys were paid to the Official Receiver under section 197; and ( b ) sell or dispose of any other consideration received under subsection (11) in such manner as the Official Receiver thinks fit, and deal with the proceeds of the sale or disposal as if those proceeds were moneys paid to the Official Receiver under section 197.


document_id: irda-2018
provision_ref: s72
chapter: PART 5 - SCHEME OF ARRANGEMENT
section: 72
title:
Power of Court to review act, omission or decision, etc., after approval, etc., of compromise or arrangement

content:
72. —(1) This section applies after a compromise or an arrangement, between a company and its creditors or any class of those creditors, has been approved by the Court under section 210(4) of the Companies Act 1967 or section 71(1). (2) Where the Court is satisfied that the company or the scheme manager of the scheme of arrangement has committed an act or omission, or made a decision, that results in a breach of any term of the scheme of arrangement, the Court may, on the application of the company, the scheme manager or any creditor bound by the scheme of arrangement — ( a ) reverse or modify the act or decision of the company or the scheme manager; or ( b ) give such direction or make such order as the Court thinks fit to rectify the act, omission or decision of the company or scheme manager. (3) The Court may, on an application of the company, the scheme manager or any creditor bound by the scheme of arrangement, clarify any term of the scheme of arrangement. (4) No order or clarification made, and no direction given, by the Court under subsection (2) or (3) may alter, or affect any person’s rights under, the terms of the compromise or arrangement as approved by the Court under section 210(4) of the Companies Act 1967 or section 71(1).


document_id: irda-2018
provision_ref: s72A
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72A
title: Interpretation of this Part
content:
72A. In this Part, unless the context otherwise requires — “chattels leasing agreement”, “hire-purchase agreement” and “retention of title agreement” have the meanings given by section 88(1); “company” means any corporation liable to be wound up under this Act, but excludes such company or class of companies as the Minister may by order in the Gazette prescribe; “company (in simplified debt restructuring)” means a company for which the simplified debt restructuring programme has commenced under section 72E(3), and that has not been discharged from the programme; [Act 3 of 2025 wef 29/01/2026] “designated website” means the Internet website prescribed by regulations made under section 72V for the purpose of publishing notices to creditors and other persons under this Part; “moratorium period”, in relation to a company that has commenced the simplified debt restructuring programme under section 72E(3), means the period starting on the date of the commencement, and ending on — ( a ) the date that is such number of days after the date of entry as may be prescribed by regulations made under section 72V, including any extension of the period under section 72Q; or ( b ) if the company is discharged from the simplified debt restructuring programme before that date, the date of discharge; [Act 3 of 2025 wef 29/01/2026] [ Deleted by Act 3 of 2025 wef 29/01/2026 ] [ Deleted by Act 3 of 2025 wef 29/01/2026 ] “Restructuring Adviser”, in relation to a company (in simplified debt restructuring), means a person appointed under section 72D(1) to be the Restructuring Adviser of the company; [Act 3 of 2025 wef 29/01/2026] “simplified debt restructuring programme” means the programme established in section 72C. [ Deleted by Act 3 of 2025 wef 29/01/2026 ] [ 39/2020 ] 72B. [ Deleted by Act 3 of 2025 wef 29/01/2026 ] Division 2 &#x2014; Simplified debt restructuring programme


document_id: irda-2018
provision_ref: s72C
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72C
title: Establishment of simplified debt restructuring programme
content:
72C. There is established a programme, known as the simplified debt restructuring programme, for the purpose of providing a simplified process for the restructuring of debts to any eligible company that seeks to enter into a compromise or an arrangement between the company and its creditors or any class of those creditors. [39/2020]


document_id: irda-2018
provision_ref: s72D
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72D
title: Appointment of qualified persons and Restructuring Advisers
content:
72D. —(1) A company may appoint any qualified person to be its Restructuring Adviser to advise the company in matters relating to its entry into the simplified debt restructuring programme. [Act 3 of 2025 wef 29/01/2026] (2) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] (3) A qualified person may not be appointed as a Restructuring Adviser of a company unless he or she consents to be so appointed. [39/2020] [Act 3 of 2025 wef 29/01/2026] (4) When more than one Restructuring Adviser is appointed for a company, any power given to a Restructuring Adviser under this Part may be exercised by any one or more of them as provided by agreement between the company and him, her or them (as the case may be) at the time of the appointment or appointments. [Act 3 of 2025 wef 29/01/2026] (5) The Official Receiver is to take cognizance of the conduct of a Restructuring Adviser in the performance of the Restructuring Adviser’s duties under this Part, and if — ( a ) the Restructuring Adviser does not faithfully perform his or her duties or duly observe all the requirements imposed on him or her or by any written law or otherwise with respect to the performance of the Restructuring Adviser’s duties under this Part; or [Act 3 of 2025 wef 29/01/2026] ( b ) any complaint is made to the Official Receiver by any creditor or contributory in relation to the conduct of the Restructuring Adviser in the performance of the Restructuring Adviser’s duties under this Part, the Official Receiver is to inquire into the matter, and take such action on the matter as the Official Receiver thinks expedient. [39/2020] [Act 3 of 2025 wef 29/01/2026] (6) No liability shall lie against any qualified person with respect to anything done or omitted to be done in good faith and with reasonable care in the discharge or purported discharge of his or her functions and duties under subsection (1) or as a Restructuring Adviser under section 72L. [39/2020] [Act 3 of 2025 wef 29/01/2026] (7) In this section, “qualified person” means any person — ( a ) who — (i) is a public accountant; (ii) is a chartered accountant within the meaning of section 2(1) of the Accounting and Corporate Regulatory Authority Act 2004; or (iii) possesses any other qualification or any relevant experience as the Minister may prescribe by regulations made under section 72V; and ( b ) who is a licensed insolvency practitioner. [Act 3 of 2025 wef 29/01/2026] (8) The following must not be appointed, and must not act, as a Restructuring Adviser of a company: ( a ) an undischarged bankrupt; ( b ) the holder of a charge or other security over any property of the company; ( c ) an auditor of the company; ( d ) a director, secretary or employee of the company, or of any company that is the holder of a charge or other security over the property of the company. [Act 3 of 2025 wef 29/01/2026] Division 3 &#x2014; Entry into simplified
debt restructuring programme [Act 3 of 2025 wef 29/01/2026]


document_id: irda-2018
provision_ref: s72E
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72E
title: Commencement of simplified debt restructuring programme
content:
72E. —(1) A company may, in accordance with this section, enter into the simplified debt restructuring programme. (2) For a company to enter into the simplified debt restructuring programme, the following conditions must be satisfied: ( a ) the company passes a special resolution in general meeting authorising its entry into the simplified debt restructuring programme; ( b ) the Restructuring Adviser of the company assesses that the company meets the requirements under section 72F(1), and lodges with the Registrar of Companies and the Official Receiver using the designated website within 7 days after the special resolution specified in paragraph ( a ) is passed, copies of the special resolution and the notice of its entry into the programme. (3) The simplified debt restructuring programme for the company is deemed to commence on the date of lodgment with the Registrar of Companies and the Official Receiver of the notice of its entry into the programme or, if the dates of lodgment are different for both of them, whichever is later. (4) If a company has, in connection with the company’s entry into the simplified debt restructuring programme, made any statement, or provided any information or document, to the Restructuring Adviser that is false or misleading in a material particular, any officer of the company who — ( a ) consented or connived, or conspired with others, to effect the making of the statement or provision of the information or document; ( b ) is in any other way, whether by act or omission, knowingly concerned in, or is party to, the making of the statement or the provision of the information or document; or ( c ) knew or ought reasonably to have known that the statement to be made or being made, or the information or document to be provided or being provided, by the company is false or misleading in a material particular, and failed to take all reasonable steps to prevent or stop the making of the statement or the provision of the information or document, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. (5) For the purposes of subsection (4), an officer of a company is a director or secretary of the company or a person employed in an executive capacity by the company. [Act 3 of 2025 wef 29/01/2026]


document_id: irda-2018
provision_ref: s72F
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72F
title: Requirements for entry into simplified debt restructuring programme
content:
72F. —(1) A company may enter into the simplified debt restructuring programme under section 72E only if both of the following requirements are met: ( a ) the company meets the eligibility criteria set out in subsection (2); [Act 3 of 2025 wef 29/01/2026] ( b ) there is no circumstance in subsection (3), known to the Restructuring Adviser, that makes the company unsuitable for entry into the simplified debt restructuring programme. [39/2020] [Act 3 of 2025 wef 29/01/2026] (2) For the purposes of subsection (1)( a ), the eligibility criteria are as follows: ( a ) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] ( b ) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] ( c ) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] ( d ) the liabilities of the company (including contingent and prospective liabilities, and any liabilities to any related party of the company) do not exceed $2 million (or any amount that may be prescribed in substitution by the Minister by order in the Gazette ); [Act 3 of 2025 wef 29/01/2026] ( da ) within the period of 60 months immediately before the proposed date of lodgment of the notice of its entry into the simplified debt restructuring programme under section 72E, the company has not — (i) previously entered the programme under this Part, or been accepted into the programme under this Part as in force immediately before the date of commencement of section 7 of the Insolvency, Restructuring and Dissolution (Amendment) Act 2025; and (ii) failed to have the debt restructuring proposal approved by its creditors or the compromise or arrangement approved by the court, as the case may be; [Act 3 of 2025 wef 29/01/2026] ( e ) any other criteria as may be prescribed by the Minister by order in the Gazette . [39/2020] (3) For the purposes of subsection (1)( b ), each of the following is a circumstance that makes a company unsuitable for entry into the simplified debt restructuring programme: ( a ) the company is being wound up pursuant to — (i) an order for the winding up of a company under section 216(2)( f ) of the Companies Act 1967; (ii) an order for winding up made under section 124 (or any previous written law corresponding to that provision); or (iii) a resolution passed for the winding up of a company under section 160 (or any previous written law corresponding to that provision); [Act 3 of 2025 wef 29/01/2026] ( b ) the company is in judicial management — (i) within the meaning of section 88(2); or (ii) pursuant to an application made under the repealed section 227B(1) of the Companies Act 1967 as in force before 30 July 2020; [Act 3 of 2025 wef 29/01/2026] ( c ) an application has been made by or in respect of the company under any of the following provisions and the application is pending: (i) section 210(1), (4) or (10) of the Companies Act 1967; (ii) section 64(1) (or any previous written law corresponding to that provision); (iii) section 71 (or any previous written law corresponding to that provision); (iv) section 91 (or any previous written law corresponding to that provision); (v) section 124 (or any previous written law corresponding to that provision); [Act 3 of 2025 wef 29/01/2026] ( d ) an order under section 210(10) of the Companies Act 1967, one or more orders under section 64(1) (or any previous written law corresponding to that provision) or an automatic moratorium mentioned in section 64(8) (or any previous written law corresponding to that provision), is in force in relation to the company; [Act 3 of 2025 wef 29/01/2026] ( e ) a provisional liquidator of the company has been appointed under section 161 (or any previous written law corresponding to that provision); [Act 3 of 2025 wef 29/01/2026] ( f ) an interim judicial manager has been appointed by the Court under section 92 (or any previous written law corresponding to that provision) or by the company under section 94(3), and the term of the appointment of the interim judicial manager has not ended; [Act 3 of 2025 wef 29/01/2026] ( g ) the company has passed a special resolution authorising entry into the simplified winding up programme under section 250D; [Act 3 of 2025 wef 29/01/2026] ( h ) the company (with the assistance of a Restructuring Adviser) is unlikely to be able to formulate a proposed compromise or arrangement with its creditors, or obtain the agreement of two-thirds majority in value of its creditors to the proposed compromise or arrangement, within the moratorium period after the company’s entry into the simplified debt restructuring programme; [Act 3 of 2025 wef 29/01/2026] ( i ) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] ( j ) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] ( k ) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] ( l ) any other circumstances as may be prescribed by order in the Gazette . [39/2020] [Act 3 of 2025 wef 29/01/2026] (4) Any order made under subsection (2)( d ) or ( e ) or (3)( l ) must be presented to Parliament as soon as possible after publication in the Gazette . [Act 3 of 2025 wef 29/01/2026] (5) [ Deleted by Act 3 of 2025 wef 29/01/2026 ]


document_id: irda-2018
provision_ref: s72G
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72G
title: Notice of objection, etc.
content:
72G. —(1) Upon the lodgment of the notice of a company’s entry into the simplified debt restructuring programme under section 72E, the Restructuring Adviser of the company must — ( a ) send to every creditor of the company; and ( b ) publish on the designated website, a notice of its entry into the simplified debt restructuring programme. [Act 3 of 2025 wef 29/01/2026] (2) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] (3) The notice of entry under subsection (1) must contain the following information: ( a ) the name of the company and its Unique Entity Number (UEN); [Act 3 of 2025 wef 29/01/2026] ( b ) the date of the notice of entry; [Act 3 of 2025 wef 29/01/2026] ( c ) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] ( d ) the form of, and manner of delivering, a notice of objection; ( e ) a note providing the address of the designated website and stating that all subsequent notices relating to the company required to be published by the Restructuring Adviser on the designated website under this Part will be published on the designated website; [Act 3 of 2025 wef 29/01/2026] ( f ) any other information as may be prescribed by regulations made under section 72V. [39/2020] [Act 3 of 2025 wef 29/01/2026] (4) Any creditor, member or officer of the company who believes there is reasonable cause why the company should not have entered into the simplified debt restructuring programme by reason of not meeting any of the requirements under section 72F(1), may object by delivering a notice (called in this section a notice of objection) to the Restructuring Adviser, in the form and manner stated in the notice of entry under subsection (1), within 21 days after the date of the notice of entry. [Act 3 of 2025 wef 29/01/2026] (5) A notice of objection under subsection (4) must contain a statement of the grounds of objection. [39/2020] (6) At the expiry of 21 days after the date of the notice of entry published under subsection (1), if the Restructuring Adviser has received any notice of objection, the Restructuring Adviser must reconsider whether the company meets the requirements under section 72F(1) and if he or she decides that the company does not meet any of those requirements, the company must be discharged from the simplified debt restructuring programme. [Act 3 of 2025 wef 29/01/2026] (7) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] 72H. [ Deleted by Act 3 of 2025 wef 29/01/2026 ] 72I. [ Deleted by Act 3 of 2025 wef 29/01/2026 ]


document_id: irda-2018
provision_ref: s72J
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72J
title: Discharge of company from simplified debt restructuring programme on grounds of unsuitability
content:
72J. —(1) A company that has entered into the simplified debt restructuring programme under section 72E must, during the moratorium period, continue to satisfy the requirements under section 72F(1) in order to remain on the programme. (2) If the Restructuring Adviser of the company finds that — ( a ) the company no longer satisfies any of the requirements in section 72F(1); or ( b ) the company has entered into the simplified debt restructuring programme on the basis of information or documents not known to or seen by the Restructuring Adviser, and that the Restructuring Adviser would have decided that the company does not meet the requirements under section 72F(1) at the time of entry had he or she known of or seen the information or document, the Restructuring Adviser must discharge the company from the simplified debt restructuring programme. (3) Notice of every discharge under this section must be published by the Restructuring Adviser on the designated website. [Act 3 of 2025 wef 29/01/2026] Division 4 &#x2014; Effect of entry into simplified debt
restructuring programme [Act 3 of 2025 wef 29/01/2026]


document_id: irda-2018
provision_ref: s72K
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72K
title: Restraint of proceedings and disposition of property, etc., during moratorium period
content:
72K. —(1) During the moratorium period in respect of a company that has entered into the simplified debt restructuring programme under section 72E — ( a ) no order may be made, and no resolution may be passed, for the winding up of the company; ( b ) no receiver or manager may be appointed over any property or undertaking of the company; ( c ) no proceedings may be commenced or continued against the company, except with the permission of the Court and subject to any terms as the Court may impose; [Act 25 of 2021 wef 01/04/2022] [Act 3 of 2025 wef 29/01/2026] ( d ) no enforcement order or other legal process may be issued, continued or executed, and no distress may be levied, against any property of the company, except with the permission of the Court and subject to any terms as the Court may impose; [Act 25 of 2021 wef 01/04/2022] ( e ) no step may be taken to enforce any security over any property of the company, or to repossess any goods under any chattels leasing agreement, hire-purchase agreement or retention of title agreement, except with the permission of the Court and subject to any terms as the Court may impose; and [Act 25 of 2021 wef 01/04/2022] ( f ) despite sections 18 and 18A of the Conveyancing and Law of Property Act 1886, no right of re‑entry or forfeiture under any lease in respect of any premises occupied by the company may be enforced, except with the permission of the Court and subject to any terms as the Court may impose. [39/2020] [Act 25 of 2021 wef 01/04/2022] [Act 3 of 2025 wef 29/01/2026] (2) Subsection (1) does not affect — ( a ) the exercise of any legal right under any arrangement (including a set‑off arrangement or a netting arrangement) that may be prescribed by regulations made under section 72V; or ( b ) the commencement or continuation of any proceedings that may be so prescribed. [39/2020] (3) A company (in simplified debt restructuring) that intentionally or knowingly disposes of the property of the company during the moratorium period in respect of the company, other than in good faith and in the ordinary course of business of the company, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000. [39/2020] [Act 3 of 2025 wef 29/01/2026] (4) An officer of a company mentioned in subsection (3) who — ( a ) consented or connived, or conspired with others, to effect the disposal of the property of the company; ( b ) is in any other way, whether by act or omission, knowingly concerned in, or party to, the disposal of the property of the company; or ( c ) knew or ought reasonably to have known that the property would be or is being disposed of and failed to take all reasonable steps to prevent or stop the disposal of the property of the company, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years, whether or not the company is convicted of an offence under subsection (3). [39/2020] (5) In this section, “officer”, in relation to a company, means a director or secretary of the company or a person employed in an executive capacity by the company. [39/2020] [Act 3 of 2025 wef 29/01/2026]


document_id: irda-2018
provision_ref: s72KA
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72KA
title: Notification of simplified debt restructuring
content:
72KA. —(1) During the period in which a company is in the simplified debt restructuring programme — ( a ) every invoice, order for goods, business letter, order form or other correspondence (whether in hard copy, electronic or any other form) that is issued by or on behalf of the company, being a document on or in which the name of the company appears; and ( b ) every Internet website of the company on or in which the name of the company appears, must state, immediately after the name of the company where it first appears in that document or Internet website, that the company is in simplified debt restructuring. (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; ( b ) any officer of the company (within the meaning of section 72K(5)) who knowingly and wilfully authorises or permits the default. [Act 3 of 2025 wef 29/01/2026] Division 5 &#x2014; Compromise or arrangement with creditors or
class of creditors


document_id: irda-2018
provision_ref: s72L
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72L
title: General provisions as to Restructuring Advisers
content:
72L. The duties of the Restructuring Adviser of a company (in simplified debt restructuring) include the following: ( aa ) to send to every creditor of the company (whose name and address are provided by the company to the Restructuring Adviser) any notification that must be sent to the creditors under this Part; [Act 3 of 2025 wef 29/01/2026] ( a ) to assist the company to formulate a proposed compromise or arrangement between the company and its creditors or any class of those creditors; ( b ) if the Restructuring Adviser is of the view that the proposed compromise or arrangement mentioned in paragraph ( a ) is feasible and merits consideration by the company’s creditors — to assist the company in seeking agreement to the proposed compromise or arrangement from the creditors of the company; [Act 3 of 2025 wef 29/01/2026] ( c ) to send to every creditor of the company (whose name and address are provided by the company to the Restructuring Adviser) copies of all documents that are required for obtaining the approval of the creditors of a compromise or an arrangement; [Act 3 of 2025 wef 29/01/2026] ( d ) to take such steps to supervise the holding of the meeting of the company and its creditors specified in section 72M as may be prescribed by regulations made under section 72V; [Act 3 of 2025 wef 29/01/2026] ( e ) as soon as practicable after the completion by the company of or the discharge of the company from the simplified debt restructuring programme, submit a report to the Official Receiver in such form, and containing such information, as may be prescribed by regulations made under section 72V. [39/2020] [Act 3 of 2025 wef 29/01/2026]


document_id: irda-2018
provision_ref: s72M
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72M
title: Compromise or arrangement
content:
72M. —(1) A company (in simplified debt restructuring) may, with the consent of its Restructuring Adviser, make a debt restructuring proposal to its creditors that provides for a compromise or an arrangement in satisfaction of the company’s debts. (2) The Restructuring Adviser must — ( a ) summon a meeting of the company and its creditors to consider the debt restructuring proposal at such time, date and place as he or she thinks fit, by giving at least 21 days’ notice of the meeting; and ( b ) seek a decision from the company’s creditors as to whether they approve the debt restructuring proposal. (3) The notice to summon the meeting mentioned in subsection (2)( a ) must contain all of the following: ( a ) details of the meeting; ( b ) a list of assets of the company, including those assets that are subject to a security; ( c ) details of the decision to be made or of any resolution on which a decision is sought, including the terms and conditions of the debt restructuring proposal and the compromise or arrangement that is sought; ( d ) a statement of the effects of the debt restructuring proposal on creditors’ rights; ( e ) the amount proposed to be paid to the Restructuring Adviser by way of fees and expenses; ( f ) a comparison of what the creditors would receive in the debt restructuring proposal and in the most likely scenario if the compromise or arrangement pursuant to the debt restructuring proposal does not become binding on the company and its creditors; ( g ) such other details of the company’s affairs as may be prescribed by regulations made under section 72V. (4) The compromise or arrangement pursuant to the debt restructuring proposal (or any modification to the proposal) is approved by the company’s creditors when two-thirds or more (in value of the debts) of those creditors meant to be bound by the compromise or arrangement, and who were present and voting (either in person or by proxy), vote in favour of a decision approving the debt restructuring proposal, including the compromise or arrangement (or the modification of the proposal). (5) The notice in subsection (2)( a ) must be given to every creditor of the company whose claim and address are provided by the company to the Restructuring Adviser. (6) The company and its creditors may approve the debt restructuring proposal with or without modifications, including the appointment of another qualified person as Restructuring Adviser, except that a modification must not result in a proposal that is significantly different from the debt restructuring proposal mentioned in subsection (3)( c ), and any modification made in contravention of this subsection is void. (7) For the purposes of this section and subject to subsections (9) and (10), creditors meant to be bound by the compromise or arrangement pursuant to the debt restructuring proposal are — ( a ) creditors of unsecured debts of the company; and ( b ) creditors of preferential debts of the company, if applicable. (8) Unless specifically excluded by this section, all creditors that are meant to be bound by the compromise or arrangement pursuant to the debt restructuring proposal are entitled to vote at the same meeting held for the purpose of seeking a decision, and are bound by the debt restructuring proposal (if approved) in accordance with and to the extent provided by this section. (9) The compromise or arrangement pursuant to the debt restructuring proposal is binding on a secured creditor — ( a ) if the value of the creditor’s security interest is less than the value of the creditor’s admissible debts or claims — only to the extent of the difference between the values; and ( b ) if the value of the creditor’s security interest is equal to or more than the value of the creditor’s admissible debts or claims — only to the extent that the creditor consents to be bound. (10) The compromise or arrangement pursuant to the debt restructuring proposal does not prevent a secured creditor from realising or otherwise dealing with the creditor’s security interest, unless — ( a ) the secured creditor has voted in favour of the debt restructuring proposal; and ( b ) such proposal prevents the secured creditor from realising or otherwise dealing with the security interest. (11) The following are not entitled to vote at the meeting referred to in subsection (2): ( a ) a creditor of the company that is — (i) a holding company, an ultimate holding company or a subsidiary of the company; (ii) a director or shareholder of the company; or (iii) a relative or spouse of a director or shareholder of the company; ( b ) a creditor of the company that is a subsidiary of another company of which the company is also a subsidiary. (12) For the purpose of subsection (11)( a )(iii), a creditor ( A ) is a relative of a director or shareholder of a company ( B ) if A is B ’s brother, sister, uncle, aunt, nephew, niece, lineal ancestor or lineal descendant, treating — ( a ) any relationship of the half-blood as a relationship of the whole blood and the stepchild or adopted child of any person as that person’s child; and ( b ) an illegitimate child as the legitimate child of the child’s mother and reputed father. (13) A reference in subsection (11) to a spouse includes a former spouse and a reputed husband or wife. (14) The Restructuring Adviser must, within 7 days after the meeting of the creditors mentioned in subsection (2), publish the outcome of the meeting on the designated website. (15) Where the debt restructuring proposal is approved by the company’s creditors, the Restructuring Adviser must lodge a copy of the approved debt restructuring proposal with the Official Receiver and the Registrar of Companies, and notify every creditor of the company whose claim and address are provided by the company to the Restructuring Adviser and who is to be bound by the debt restructuring proposal, of the lodgment. (16) When the debt restructuring proposal is approved by the company’s creditors, the compromise or arrangement as provided by the proposal — ( a ) is effective as of the date of lodgment of the copy of the proposal with the Official Receiver and the Registrar of Companies; and ( b ) binds all the creditors of the company who are to be bound by the compromise or arrangement in accordance with and to the extent provided by this section. [Act 3 of 2025 wef 29/01/2026]


document_id: irda-2018
provision_ref: s72N
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72N
title: Application to Court
content:
72N. —(1) Subject to this section, an application to the Court for an order under subsection (5) may be made by any of the persons specified in subsection (2), on one or more of the grounds specified in subsection (3). (2) For the purpose of this section, the person who can make the application is a creditor who is bound by the compromise or arrangement pursuant to the debt restructuring proposal approved under section 72M(6) or the Restructuring Adviser. (3) For the purposes of subsection (1), the grounds of application are that — ( a ) there is a material procedural irregularity at or in relation to the meeting of the company and its creditors pursuant to section 72M, or in relation to the approval of the creditors at the meeting, including a situation where — (i) any of the contents of the notice to summon the meeting specified in section 72M(3) is materially false or misleading; (ii) there is a material omission in such contents; or (iii) there is otherwise a defect in the manner in which the approval has been obtained from the creditors; ( b ) a substitution or splitting of classification of creditors is necessary in the circumstances for the compromise or arrangement to be fair and equitable to all the creditors who are meant to be bound by the compromise or arrangement; or ( c ) the proposed compromise or arrangement approved by the meeting of the company and its creditors under section 72M is contrary to the interests of the creditors of the company as a whole. (4) For the purpose of subsection (3), a failure by the company to send the notice under section 72M(2)( a ) to a creditor who is bound by the compromise or arrangement because the company does not know and has no reasonable grounds to know of the creditor’s name or address, is not regarded as a material procedural irregularity unless, either — ( a ) the debt restructuring proposal would not have been approved by the requisite majority had the creditor been present at the meeting and objected to the debt restructuring proposal; or ( b ) the creditor receives an amount under the debt restructuring proposal that is lower than what the creditor is estimated to receive in the most likely scenario if the compromise or arrangement is not binding on the company and its creditors. (5) If the Court is satisfied that one or more of the grounds in subsection (3) is satisfied, the Court may make any order it thinks fit, including — ( a ) revoking or suspending the compromise or arrangement; or ( b ) giving any directions to the Restructuring Adviser, including a direction to put to the creditors for consideration any modifications to the compromise or arrangement, except that no modification may be made to any material commercial terms of the debt restructuring proposal. [Act 3 of 2025 wef 29/01/2026]


document_id: irda-2018
provision_ref: s72O
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72O
title: Orders pending appeal
content:
72O. Where an appeal is made against an order of the Court made on an application by a creditor or a Restructuring Adviser under section 72N or the dismissal of an application under that provision, the Court may, on the application of the company, make one or more of the following orders, each of which is in force for such period pending the appeal as the Court thinks fit: ( a ) an order restraining the passing of a resolution for the winding up of the company; ( b ) an order restraining the appointment of a receiver or manager over any property or undertaking of the company; ( c ) an order restraining the commencement or continuation of any proceedings (other than proceedings arising from the appeal) against the company, except with the permission of the Court and subject to any terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( d ) an order restraining the issuance, continuation or execution of any enforcement order or other legal process, or the levying of any distress, against any property of the company, except with the permission of the Court and subject to any terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( e ) an order restraining the taking of any step to enforce any security over any property of the company, or to repossess any goods held by the company under any chattels leasing agreement, hire‑purchase agreement or retention of title agreement, except with the permission of the Court and subject to any terms as the Court imposes; [Act 25 of 2021 wef 01/04/2022] ( f ) an order restraining the enforcement of any right of re‑entry or forfeiture under any lease in respect of any premises occupied by the company (including any enforcement pursuant to section 18 or 18A of the Conveyancing and Law of Property Act 1886), except with the permission of the Court and subject to any terms as the Court imposes. [39/2020] [Act 25 of 2021 wef 01/04/2022] [Act 3 of 2025 wef 29/01/2026]


document_id: irda-2018
provision_ref: s72P
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72P
title: Implementation of compromise or arrangement
content:
72P. —(1) This section applies after a debt restructuring proposal is approved by the creditors under section 72M, as modified by the Court under section 72N, if applicable. (2) The Court may, on an application by any of the company’s creditors who is dissatisfied with any act, omission or decision of the Restructuring Adviser, that results in a breach of any term of the debt restructuring proposal, confirm, reverse or modify the act, omission or decision, or give such directions or make such other order as the Court thinks fit to rectify the act, omission or decision. (3) The Court may on an application under subsection (2) clarify any term of the debt restructuring proposal. (4) No order or clarification made, and no direction given, by the Court under subsection (2) or (3) may alter, or affect any person’s rights under, the terms of the compromise or arrangement provided under the debt restructuring proposal. [Act 3 of 2025 wef 29/01/2026] Division 6 &#x2014; Discharge from simplified debt
restructuring programme


document_id: irda-2018
provision_ref: s72Q
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72Q
title: Discharge from simplified debt restructuring programme
content:
72Q. —(1) Subject to this section, a company (in simplified debt restructuring) is discharged from the simplified debt restructuring programme at the expiry of its moratorium period. [Act 3 of 2025 wef 29/01/2026] (2) A company (in simplified debt restructuring) or the Restructuring Adviser may apply to the Official Receiver for an extension of the moratorium period, in the prescribed form and manner, to defer its discharge from the simplified debt restructuring programme, but only if the application is accompanied by evidence of consent of at least two-thirds in total value of the creditors. [Act 3 of 2025 wef 29/01/2026] (3) On an application under subsection (2), the Official Receiver may — ( a ) extend the moratorium period — (i) for such number of days as may be prescribed by regulations made under section 72V after the expiry of the moratorium period; [Act 3 of 2025 wef 29/01/2026] (ii) only once; and (iii) only before the expiry of the moratorium period; or [Act 3 of 2025 wef 29/01/2026] ( b ) decline to extend the moratorium period. [39/2020] [Act 3 of 2025 wef 29/01/2026] (3A) The Official Receiver’s decision under subsection (3) is final. [Act 3 of 2025 wef 29/01/2026] (4) Where an extension is granted by the Official Receiver under subsection (3), the company (in simplified debt restructuring) is discharged from the simplified debt restructuring programme at the expiry of the moratorium period and the period of the extension. [39/2020] [Act 3 of 2025 wef 29/01/2026] (5) Where the compromise or arrangement provided by any debt restructuring proposal becomes effective under section 72M(16) before the expiry of the moratorium period (including any period of extension), the company is discharged from the simplified debt restructuring programme on the day the compromise or arrangement becomes effective. [Act 3 of 2025 wef 29/01/2026] (6) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] (7) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] (8) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] (9) Notice of every discharge under this section must be published by the Restructuring Adviser on the designated website. [39/2020] [Act 3 of 2025 wef 29/01/2026]


document_id: irda-2018
provision_ref: s72QA
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72QA
title: Application of sections 124 and 125
content:
72QA. —(1) This section applies where a company enters into the simplified debt restructuring programme and is subsequently discharged pursuant to section 72Q without the approval of the creditors for a compromise or an arrangement in satisfaction of the company’s debts. (2) Where this section applies — ( a ) section 124 applies as if the following paragraph appears after paragraph ( i ) of subsection (1): “ ( j ) its Restructuring Adviser. ”; ( b ) section 125 applies as if the following paragraph appears after paragraph ( n ) of subsection (1): “ ( o ) the company is discharged from the simplified debt restructuring programme pursuant to section 72Q. ”; and ( c ) section 125 applies as if the following subsection appears after subsection (4): “ (4A) For the purpose of subsection (1)( o ), where the Court determines that the company satisfies the requirements of section 250F, the Court may, in lieu of ordering the winding up of the company under section 124, order the company to enter into the simplified winding up programme under Part 10A, whereupon the provisions of Part 10A apply, with such adaptations as are necessary, as if the authorisation of the company has been obtained in general meeting. ”. [Act 3 of 2025 wef 29/01/2026] Division 7 &#x2014; Miscellaneous 72R. [ Deleted by Act 3 of 2025 wef 29/01/2026 ] 72S. [ Deleted by Act 3 of 2025 wef 29/01/2026 ] 72T. [ Deleted by Act 3 of 2025 wef 29/01/2026 ] 72U. [ Deleted by Act 3 of 2025 wef 29/01/2026 ]


document_id: irda-2018
provision_ref: s72V
chapter: PART 5A - SIMPLIFIED RESTRUCTURING OF DEBTS
section: 72V
title: Regulations for this Part
content:
72V. —(1) The Minister may make regulations for the purposes of carrying into effect the objects of this Part. [39/2020] (2) Without limiting subsection (1), the Minister may make regulations with respect to — ( a ) the qualifications, relevant experience, requirements, functions and duties applicable to a Restructuring Adviser; [Act 3 of 2025 wef 29/01/2026] ( b ) the Internet website to be prescribed as the designated website; ( c ) the procedure and the information and documents to be submitted to a Restructuring Adviser, in connection with the entry into the simplified debt restructuring programme and remaining on the programme; [Act 3 of 2025 wef 29/01/2026] ( d ) the information and documents to be submitted to a Restructuring Adviser relating to the company’s property, debts and other financial affairs; [Act 3 of 2025 wef 29/01/2026] ( e ) [ Deleted by Act 3 of 2025 wef 29/01/2026 ] ( f ) all matters or things which by this Part 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 Part; [Act 3 of 2025 wef 29/01/2026] ( g ) the moratorium period, and the period of extension under section 72Q(3)( a ); and [Act 3 of 2025 wef 29/01/2026] ( h ) the form of, and the information to be contained in, reports that must be submitted by a Restructuring Adviser to the Official Receiver after the completion of or discharge of a company from the simplified debt restructuring programme. [39/2020] [Act 3 of 2025 wef 29/01/2026]


document_id: irda-2018
provision_ref: s73
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 73
title: Application of this Part
content:
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.


document_id: irda-2018
provision_ref: s74
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 74
title: Disqualification from appointment as receiver or manager
content:
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.


document_id: irda-2018
provision_ref: s75
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 75
title: Liability of receiver or manager
content:
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.


document_id: irda-2018
provision_ref: s76
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 76
title: Application for directions
content:
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.


document_id: irda-2018
provision_ref: s77
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 77
title: Liability for invalid appointment of receiver or manager
content:
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.


document_id: irda-2018
provision_ref: s78
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 78
title: Power of Court to fix remuneration of receivers or managers
content:
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.


document_id: irda-2018
provision_ref: s79
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 79
title: Appointment of liquidator as receiver or manager
content:
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.


document_id: irda-2018
provision_ref: s80
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 80
title: Time from which appointment of receiver or manager is effective
content:
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.


document_id: irda-2018
provision_ref: s81
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 81
title: Notification of appointment of receiver or manager
content:
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.


document_id: irda-2018
provision_ref: s82
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 82
title: Statement that receiver or manager is appointed
content:
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.


document_id: irda-2018
provision_ref: s83
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 83
title: Provisions as to information where receiver or manager is appointed
content:
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.


document_id: irda-2018
provision_ref: s84
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 84
title: Special provisions as to statement submitted to receiver or manager
content:
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.


document_id: irda-2018
provision_ref: s85
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 85
title: Lodging of accounts of receivers or managers
content:
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.


document_id: irda-2018
provision_ref: s86
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 86
title:
Payments of certain debts out of property subject to floating charge in priority to claims under charge

content:
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.


document_id: irda-2018
provision_ref: s87
chapter: PART 6 - CORPORATE INSOLVENCY — RECEIVERSHIP
section: 87
title: Enforcement of duty of receiver or manager, etc., to make returns
content:
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.


document_id: irda-2018
provision_ref: s88
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 88
title: Interpretation of this Part
content:
88. —(1) In this Part — “chattels leasing agreement” means an agreement, which is capable of subsisting for more than 3 months, for the bailment of goods; “company” means any corporation liable to be wound up under this Act; “hire-purchase agreement” has the meaning given by section 2(1) of the Hire‑Purchase Act 1969; “judicial manager”, in relation to a company, means a person appointed under this Part to manage the company and its affairs, business and property, but does not, unless a contrary intention appears, include an interim judicial manager; “property”, in relation to a company, includes money, goods, things in action and every description of property, whether real or personal, and whether in Singapore or elsewhere, and also obligations and every description of interest whether present or future or vested or contingent arising out of, or incidental to, property; “retention of title agreement” means an agreement for the sale of goods to a company, being an agreement — ( a ) that does not constitute a charge on the goods; but ( b ) under which, if the seller is not paid and the company is wound up, the seller will have priority over all other creditors of the company as respects the goods or any property representing the goods. (2) For the purposes of this Part — ( a ) a company is “in judicial management” while the appointment of a judicial manager of the company has effect; ( b ) a company “enters judicial management” when the appointment of a judicial manager takes effect; ( c ) a company ceases to be in judicial management when the company is discharged from judicial management in accordance with this Part; ( d ) a company does not cease to be in judicial management merely because a judicial manager vacates office (by reason of resignation, death or otherwise) or is removed from office; ( e ) where successive persons are appointed as judicial manager of a company, the company is deemed to “enter judicial management” as at the time the first appointment of a judicial manager takes effect, unless the Court orders otherwise; and ( f ) a company is deemed to be unable to pay its debts if any of the paragraphs in section 125(2) is satisfied. (3) A person may be appointed as judicial manager of a company — ( a ) by a judicial management order made by the Court under section 91; or ( b ) by the creditors of the company under section 94(11)( e ).


document_id: irda-2018
provision_ref: s89
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 89
title: Purpose of judicial management and judicial manager
content:
89. —(1) The judicial manager of a company must perform the judicial manager’s functions to achieve one or more of the following purposes of judicial management: ( a ) the survival of the company, or the whole or part of its undertaking, as a going concern; ( b ) the approval under section 210 of the Companies Act 1967 or section 71 of a compromise or an arrangement between the company and any such persons as are mentioned in the applicable section; ( c ) a more advantageous realisation of the company’s assets or property than on a winding up. (2) A judicial manager or an interim judicial manager of a company must perform the functions of the judicial manager or interim judicial manager in the interests of the company’s creditors as a whole. (3) A judicial manager or an interim judicial manager of a company must perform the functions of the judicial manager or interim judicial manager as quickly and efficiently as is reasonably practicable. (4) A judicial manager or an interim judicial manager of a company is an officer of the Court (whether or not the judicial manager or interim judicial manager is appointed by the Court).


document_id: irda-2018
provision_ref: s90
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 90
title:
Application to Court for company to be placed under judicial management and for appointment of judicial manager

content:
90. Where a company, or any creditor of the company, considers — ( a ) that the company is, or is likely to become, unable to pay its debts; and ( b ) that there is a reasonable probability of rehabilitating the company or of preserving all or part of its business as a going concern, or that the interests of creditors would be better served otherwise than by resorting to a winding up, an application may be made to the Court under section 91 for an order that the company should be placed under the judicial management of a judicial manager.


document_id: irda-2018
provision_ref: s91
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 91
title: Power of Court to make judicial management order and appoint judicial manager
content:
91. —(1) Where a company or its directors (pursuant to a resolution of its members or the board of directors) or any creditor (including any contingent or prospective creditor), pursuant to section 90, makes an application (called in this section an application for a judicial management order) for an order that the company should be placed under the judicial management of a judicial manager, the Court may make a judicial management order in relation to the company if, and only if — ( a ) the Court is satisfied that the company is or is likely to become unable to pay its debts; and ( b ) the Court considers that the making of the order would be likely to achieve one or more of the purposes of judicial management mentioned in section 89(1). (2) A judicial management order made under subsection (1) must direct that during the period in which the company is in judicial management, the affairs, business and property of the company must be managed by a judicial manager appointed by the Court. (3) In any application for a judicial management order under subsection (1), the following apply: ( a ) the applicant must nominate a person who is a licensed insolvency practitioner, but is not the auditor of the company, to act as a judicial manager; ( b ) the person nominated to act as a judicial manager must file with the Court a statutory declaration that the person is not in a position of conflict of interest in accepting the appointment and performing the role of judicial manager; ( c ) the Court may reject the nomination of the applicant and appoint another person in place of the applicant’s nominee; ( d ) where a nomination is made by the company — (i) a majority in number and value of the creditors (including contingent or prospective creditors) may be heard in opposition to the nomination; and (ii) the Court may, if satisfied as to the number and value of the creditors’ claims and as to the grounds of opposition, invite the creditors to nominate another person in place of the applicant’s nominee and, if the Court sees fit, adopt their nomination; ( e ) where a nomination is made by a person mentioned in subsection (4)( b )(ii) who has appointed or is entitled to appoint a receiver and manager, the Court must, when making a judicial management order, appoint the nominee of that person as judicial manager unless the Court considers that the appointment would not be appropriate because of the particular circumstances of the case; ( f ) nothing in this subsection prevents the Minister from nominating a person to act as a judicial manager if the Minister considers that the public interest so requires, and in such a case the Minister may be heard in support of the Minister’s nomination and, for this purpose, may be represented; ( g ) despite paragraph ( a ), where a person is nominated by the Minister and appointed by the Court to act as a judicial manager, that person need not be a licensed insolvency practitioner. (4) When an application for a judicial management order is made to the Court — ( a ) notice of the application must be published in the Gazette and in an English local daily newspaper, and a copy of the notice must be sent to the Registrar of Companies; and ( b ) notice of the application must be given — (i) to the company, in a case where a creditor is the applicant; and (ii) to any person who has appointed, or is or may be entitled to appoint, a receiver and manager of the whole (or substantially the whole) of the company’s property under the terms of any debentures of the company secured by a floating charge, or by a floating charge and one or more fixed charges, that would be valid and enforceable in case of a liquidation of the company. (5) For the purposes of subsection (4)( b )(ii), in the case of any such floating charge created by an instrument before 15 May 1987, that instrument is deemed to contain a power to appoint a receiver and manager in the event that an application under this section is made for the appointment of a judicial manager, with the result that the holder of that floating charge must, in accordance with subsection (4)( b ), be given notice of the application. (6) Subject to subsection (10), the Court must dismiss an application for a judicial management order if — ( a ) the making of the order is opposed by a person who has appointed, will appoint or is entitled to appoint, a receiver and manager mentioned in subsection (4)( b )(ii); and ( b ) the Court is satisfied that the prejudice that would be caused to that person if the order is made is disproportionately greater than the prejudice that would be caused to unsecured creditors of the company if the application is dismissed. (7) On hearing the application for a judicial management order, the Court may dismiss the application or adjourn the hearing conditionally or unconditionally or make an interim order or any other order that the Court thinks fit. (8) A judicial management order must not be made in relation to a company — ( a ) after the company has gone into liquidation; ( b ) where the company is a banking corporation or is a finance company licensed under the Finance Companies Act 1967; ( c ) where the company is a licensed insurer licensed under the Insurance Act 1966; or ( d ) where the company belongs to such class of companies as the Minister may by order in the Gazette prescribe. (9) The costs and expenses of any unsuccessful application for a judicial management order made under this section must, unless the Court otherwise orders, be borne by the applicant and, if the Court considers that the application is frivolous or vexatious, the Court may make such orders, as the Court thinks just and equitable, to redress any injustice that may have resulted. (10) Nothing in this section precludes a Court — ( a ) from making a judicial management order and appointing a judicial manager, if the Court considers that the public interest so requires; or ( b ) from appointing, at any time between the making of an application for a judicial management order and the making of the judicial management order or the determination of the application, an interim judicial manager under section 92.


document_id: irda-2018
provision_ref: s92
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 92
title: Power of Court to appoint interim judicial manager
content:
92. —(1) At any time between the making of an application for a judicial management order and the making of the judicial management order or the determination of the application, the Court may, on the application of the person applying for the judicial management order, the company or any creditor of the company, appoint an interim judicial manager to act as such pending the making of a judicial management order. (2) The Court may, if the Court sees fit, appoint as interim judicial manager, the person nominated in the application for a judicial management order or any other licensed insolvency practitioner. (3) Section 91(3) applies, with the necessary modifications, to the nomination and appointment of a person to act as interim judicial manager. (4) The interim judicial manager so appointed may exercise such functions, powers and duties as the Court may specify in the order.


document_id: irda-2018
provision_ref: s93
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 93
title: Restrictions on acts of company pending hearing of judicial management application
content:
93. At any time during the period between the making of a judicial management application and the determination of the application, the Court may, on the application of any creditor of the company — ( a ) make an order to require or restrict any act of, or the exercise of any powers of, the company pending the determination of the application; or ( b ) make either or both of the following orders, each of which is to be in force for such part of the period as the Court thinks fit: (i) an order restraining the company from disposing of the property of the company other than in good faith and in the ordinary course of the business of the company; (ii) an order restraining the company from transferring any share in, or altering the rights of any member of, the company.


document_id: irda-2018
provision_ref: s94
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 94
title: Judicial management by resolution of creditors
content:
94. —(1) Where a company considers that — ( a ) the company is, or is likely to become, unable to pay its debts; and ( b ) there is a reasonable probability of achieving one or more of the purposes of judicial management mentioned in section 89(1), the company may, instead of applying to the Court for a judicial management order, obtain under subsection (11) a resolution of the company’s creditors for the company to be placed under the judicial management of a judicial manager in accordance with the requirements in this section. (2) A company that proposes to obtain under subsection (11) a resolution of the company’s creditors for the company to be placed under judicial management must give at least 7 days’ written notice in the prescribed form of its intention to appoint an interim judicial manager under subsection (3) — ( a ) to the proposed interim judicial manager; and ( b ) to any person who has appointed, or is or may be entitled to appoint, a receiver and manager of the whole (or substantially the whole) of the company’s property under the terms of any debentures of the company secured by a floating charge or by a floating charge and one or more fixed charges. (3) A company may appoint an interim judicial manager under this subsection only if all the following conditions are met: ( a ) the appointment is authorised by way of a resolution of the members of the company or, where so authorised by the constitution of the company, by a resolution of its board of directors; ( b ) the notice period mentioned in subsection (2) has expired; ( c ) not more than 21 days have elapsed after the date of the notice mentioned in subsection (2); ( d ) each person to whom the notice mentioned in subsection (2) was given has consented in writing to the appointment of the interim judicial manager; ( e ) the proposed interim judicial manager has lodged, with the Official Receiver and the Registrar of Companies, a statutory declaration by the proposed interim judicial manager stating that — (i) the proposed interim judicial manager is not in a position of conflict of interest; (ii) in the view of the proposed interim judicial manager, one or more purposes of judicial management mentioned in section 89(1) can be achieved; and (iii) the proposed interim judicial manager consents to be appointed as interim judicial manager; ( f ) the company’s directors have lodged with the Registrar of Companies a statutory declaration stating that — (i) the company is or is likely to become unable to pay its debts; (ii) the company will summon a meeting of the company’s creditors to be held on a date not later than 30 days after the date of lodgment of the statutory declaration mentioned in paragraph ( e ); and (iii) the directors believe that one or more of the purposes of judicial management mentioned in section 89(1) is likely to be achieved; ( g ) the proposed interim judicial manager is a licensed insolvency practitioner, and is not the auditor of the company. (4) The interim judicial manager appointed under subsection (3) — ( a ) is an officer of the court; ( b ) has, and may exercise, all the functions and powers of a judicial manager appointed by a Court under section 91, subject to such limitations and restrictions as may be prescribed by regulations; and ( c ) must adjudicate any proofs of debt filed by creditors for purposes of voting at the meeting of creditors to be convened under subsection (7). (5) Upon the appointment of the interim judicial manager under subsection (3), the company must — ( a ) within 3 days after the appointment of the interim judicial manager, cause a written notice of the appointment to be lodged in the prescribed form with the Official Receiver and the Registrar of Companies; and ( b ) within 7 days after the lodgment of the notice under paragraph ( a ), cause a notice of the appointment to be published in the Gazette and in an English local daily newspaper. (6) The term of the appointment of the interim judicial manager ends on the occurrence of the earlier of the following events: ( a ) the expiry of 30 days after the date of the appointment, or such extension of that period as the Official Receiver may allow in any particular case; ( b ) the appointment of a judicial manager, or the rejection of the resolution to place the company under judicial management at a meeting of creditors convened under subsection (7). (7) After the lodgment of the statutory declaration mentioned in subsection (3)( e ), the company must convene a meeting of the creditors of the company to be held not later than 30 days after the date of lodgment of the statutory declaration, at a time and place convenient to the majority in value of the creditors, to consider a resolution for the company to be placed under judicial management. (8) The company must, in convening the meeting under subsection (7) — ( a ) give to the creditors at least 14 days’ written notice of the meeting, together with — (i) a statement showing the names of all creditors and the amounts of their claims; and (ii) a full statement of the company’s affairs showing in respect of the company’s assets or property the method and manner in which the valuation of the assets or property was arrived at; and ( b ) cause notice of the meeting of the creditors to be published at least 10 days before the date of the meeting in an English local daily newspaper. (9) The directors of the company must appoint at least one of their number to attend the meeting convened under subsection (7). (10) Each director appointed under subsection (9), and the secretary of the company, must attend the meeting convened under subsection (7) and disclose to the meeting the company’s affairs and the circumstances leading up to the proposed judicial management. (11) At the meeting convened under subsection (7) — ( a ) the creditors may appoint one of their number, the interim judicial manager, or any director appointed under subsection (9), to be chairperson of the meeting (called in this section the chairperson); ( b ) the chairperson must determine whether the meeting is being held at a time and place convenient to the majority in value of the creditors, and the chairperson’s decision is final; ( c ) if the chairperson decides that the meeting is not being held at a time and place convenient to that majority, the meeting lapses and a further meeting must be summoned by the company as soon as is practicable; ( d ) the company is placed under the judicial management of a judicial manager if a majority in number and value of the creditors present and voting resolve to do so; and ( e ) where the meeting passes a resolution to place the company under the judicial management of a judicial manager, the meeting must approve, by a majority in number and value of the creditors of the company present and voting, the appointment of a person as judicial manager. (12) The judicial manager must be a licensed insolvency practitioner who is not the auditor of the company. (13) An interim judicial manager or a judicial manager must not be appointed under this section — ( a ) if an application for a judicial management order has been made under section 91(1), and that application has not been withdrawn or decided by the Court; ( b ) after the company has gone into liquidation; ( c ) if the company is a banking corporation or is a finance company licensed under the Finance Companies Act 1967; ( d ) if the company is a licensed insurer licensed under the Insurance Act 1966; or ( e ) if the company belongs to such class of companies as the Minister may by order in the Gazette prescribe. (14) Any person who fails to comply with subsection (5), (7) or (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.


document_id: irda-2018
provision_ref: s95
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 95
title:
Effect of application for judicial management order or filing of written notice of appointment of interim judicial manager

content:
95. —(1) Subject to subsection (2), in any case where a company makes an application for a judicial management order under section 91, or lodges a written notice of appointment of an interim judicial manager under section 94(5)( a ), during the automatic moratorium period — ( a ) no order may be made, and no resolution may be passed, for the winding up of the company; ( b ) no step may be taken to enforce any security over any property of the company, or to repossess any goods under any hire‑purchase agreement, chattels leasing agreement or retention of title agreement, except with the permission of the Court and subject to such terms as the Court may impose; [Act 25 of 2021 wef 01/04/2022] ( c ) no other proceedings may be commenced or continued against the company, except with the permission of the Court and subject to such terms as the Court may impose; and [Act 25 of 2021 wef 01/04/2022] ( d ) no enforcement order or other legal process may be issued, continued or executed, and no distress may be levied, against the company or its property, except with the permission of the Court and subject to such terms as the Court may impose. [Act 25 of 2021 wef 01/04/2022] (2) Subsection (1) does not apply to a company that makes an application for a judicial management order or lodges a written notice of appointment of an interim judicial manager under section 94(5)( a ) if, within the period of 12 months immediately before the date on which that application is made or that written notice is lodged, the company — ( a ) made an earlier application for a judicial management order, to which subsection (1) applied; or ( b ) lodged an earlier written notice of appointment of an interim judicial manager under section 94(5)( a ) to which subsection (1) applied. (3) Subsection (1) does not affect any of the following: ( a ) the exercise of any legal right under any arrangement (including a set‑off arrangement or a netting arrangement) that may be prescribed by regulations; ( b ) the commencement or continuation of any proceedings that may be prescribed by regulations. (4) In this section, “automatic moratorium period” means — ( a ) in any case where a company makes an application for a judicial management order under section 91, the period starting on the date on which the application is made, and ending on the date on which the application is decided by the Court; or ( b ) in any case where a company lodges a written notice of appointment of an interim judicial manager under section 94(5)( a ), the period starting on the date of lodgment of the written notice and ending on the earliest of the following dates: (i) the date of the appointment of a judicial manager; (ii) the date on which the term of appointment of the interim judicial manager ends under section 94(6); (iii) the rejection of the resolution to place the company under judicial management at a meeting of creditors convened under section 94(7).


document_id: irda-2018
provision_ref: s96
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 96
title: Effect of company entering judicial management
content:
96. —(1) When a company enters judicial management — ( a ) any receiver, or receiver and manager, must vacate office; and ( b ) any application for the winding up of the company must be dismissed. (2) Where any receiver, or receiver and manager, has vacated office under subsection (1)( a ), the following must be charged on and, subject to subsection (4), paid out of any property which was in the custody or under the control of the receiver, or receiver and manager, at the time the company enters judicial management, in priority to any security held by the person by or on whose behalf the receiver, or receiver and manager, was appointed: ( a ) the remuneration of, and any expenses properly incurred by, the receiver, or receiver and manager; ( b ) any indemnity to which the receiver, or receiver and manager, is entitled out of the assets or property of the company. (3) A receiver, or receiver and manager, of a company who vacates office under subsection (1)( a ) is not required, on or after so vacating office, to take steps to comply with any duty imposed on the receiver, or receiver and manager, by section 86. (4) During the period in which a company is in judicial management — ( a ) no order may be made, and no resolution may be passed, for the winding up of the company; ( b ) no receiver or manager may be appointed over any property or undertaking of the company; ( c ) no other proceedings may be commenced or continued against the company, except — (i) with the consent of the judicial manager; or (ii) with the permission of the Court and subject to such terms as the Court may impose; [Act 25 of 2021 wef 01/04/2022] ( d ) no enforcement order or other legal process may be issued, continued or executed, and no distress may be levied, against the company or its property except — (i) with the consent of the judicial manager; or (ii) with the permission of the Court and subject to such terms as the Court may impose; [Act 25 of 2021 wef 01/04/2022] ( e ) no step may be taken to enforce any security over any property of the company, or to repossess any goods under any hire‑purchase agreement, chattels leasing agreement or retention of title agreement, except — (i) with the consent of the judicial manager; or (ii) with the permission of the Court and subject to such terms as the Court may impose; and [Act 25 of 2021 wef 01/04/2022] ( f ) despite sections 18 and 18A of the Conveyancing and Law of Property Act 1886, no right of re‑entry or forfeiture under any lease in respect of any premises occupied by the company may be enforced, except — (i) with the consent of the judicial manager; or (ii) with the permission of the Court and subject to such terms as the Court may impose. [Act 25 of 2021 wef 01/04/2022] (5) Subsection (4) does not affect any of the following: ( a ) the exercise of any legal right under any arrangement (including a set‑off arrangement or a netting arrangement) that may be prescribed by regulations; ( b ) the commencement or continuation of any proceedings that may be prescribed by regulations.


document_id: irda-2018
provision_ref: s97
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 97
title: Notification of judicial management
content:
97. —(1) During the period in which the company is in judicial management — ( a ) every invoice, order for goods, business letter, order form or other correspondence (whether in hard copy, electronic or any other form) that is issued by or on behalf of the company or the judicial manager, being a document on or in which the name of the company appears; and ( b ) every Internet website of the company on or in which the name of the company appears, must state, immediately after the name of the company where it first appears in that document or Internet website, that the affairs, business and property of the company are being managed by the judicial manager. (2) Where an interim judicial manager has been appointed over a company — ( a ) every invoice, order for goods, business letter, order form or other correspondence (whether in hard copy, electronic or any other form) that is issued by or on behalf of the company or the interim judicial manager, being a document on or in which the name of the company appears; and ( b ) every Internet website of the company on or in which the name of the company appears, must state, immediately after the name of the company where it first appears in that document or Internet website, that the affairs, business and property of the company are being managed by the interim judicial manager. (3) 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; ( b ) each of the following persons who knowingly and wilfully authorises or permits the default: (i) the judicial manager; (ii) the interim judicial manager; (iii) any officer of the company.


document_id: irda-2018
provision_ref: s98
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 98
title: Vacancy in appointment of judicial manager or interim judicial manager
content:
98. —(1) If a vacancy occurs by death, resignation or otherwise in the office of a judicial manager or interim judicial manager of a company who was appointed by the Court, the Court may, on the application of the company, any creditor of the company, or the Minister, by order fill the vacancy. (2) If a judicial manager of a company, who was appointed under section 94, dies, resigns or otherwise vacates the office of judicial manager — ( a ) the creditors may (by a majority in number and value, voting either in person or by proxy) fill the vacancy; and ( b ) a meeting of the creditors may be summoned by any 2 of their number for the purpose of filling the vacancy.


document_id: irda-2018
provision_ref: s99
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 99
title: General powers and duties of judicial manager
content:
99. —(1) When a company enters judicial management, the judicial manager must take into the custody or under the control of the judicial manager all the property to which the company is or appears to be entitled. (2) During the period in which a company is in judicial management, all powers conferred and duties imposed on the directors of the company by this Act or the Companies Act 1967, or by the constitution of the company, must be exercised and performed by the judicial manager and not by the directors, but nothing in this subsection requires the judicial manager to call any meetings of the company. (3) The judicial manager of a company — ( a ) has such powers and must do such things as may be necessary for the management of the affairs, business and property of the company; and ( b ) must do such other things as the Court may by order sanction. (4) Without limiting subsection (3)( a ), the powers conferred by that provision include the powers specified in the First Schedule. (5) The judicial manager of a company may apply to the Court for directions in relation to any particular matter arising in connection with the carrying out of the judicial manager’s functions. (6) Nothing in this section authorises the judicial manager of a company to make any payment towards discharging any debt to which the company was subject on the date of the company’s entry into judicial management, unless — ( a ) the making of the payment is sanctioned by the Court or the payment is made pursuant to a compromise or an arrangement so sanctioned; ( b ) the payment is made towards discharging sums secured by a security or payable under a hire‑purchase agreement, chattels leasing agreement or retention of title agreement to which section 100(2), (5) and (6) applies; ( c ) such payment is necessary or incidental to the performance of the judicial manager’s functions; or ( d ) such payment is necessary to assist the achievement of one or more of the purposes of the judicial management mentioned in section 89(1). (7) The judicial manager of a company may at any time, if the judicial manager thinks fit, and must, if the judicial manager is directed to do so by the Court, summon a meeting of the company’s creditors. (8) Any alteration in the company’s constitution made by virtue of an order under subsection (3)( b ) is of the same effect as if duly made by resolution of the company, and the provisions of this Act and the Companies Act 1967 apply accordingly to the constitution as so altered. (9) A copy of an order under subsection (3)( b ) sanctioning the alteration of the company’s constitution must, within 14 days after the making of the order, be delivered by the judicial manager to the Registrar of Companies. (10) A person dealing with the judicial manager of a company in good faith and for value is not required to inquire whether the judicial manager is acting within the judicial manager’s powers.


document_id: irda-2018
provision_ref: s100
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 100
title: Power to deal with charged property, etc.
content:
100. —(1) The judicial manager of a company may dispose of or otherwise exercise the judicial manager’s powers in relation to any property of the company, which is subject to a security to which this subsection applies, as if the property were not subject to the security. (2) Where, on application by the judicial manager of a company, the Court is satisfied that the disposal (with or without other assets or property) — ( a ) of any property of the company subject to a security to which this subsection applies; or ( b ) of any goods under a hire-purchase agreement, chattels leasing agreement or retention of title agreement, would be likely to promote one or more of the purposes of judicial management under section 89(1), the Court may by order authorise the judicial manager to dispose of the property, as if the property were not subject to the security, or to dispose of the goods, as if all rights of the owner of the goods under the hire-purchase agreement, chattels leasing agreement or retention of title agreement were vested in the company. (3) Subsection (1) applies to any security that, as created, was a floating charge, and subsection (2) applies to any other security. (4) Where any property is disposed of under subsection (1), the holder of the security has the same priority, in respect of any property of the company directly or indirectly representing the property disposed of, as the holder would have had in respect of the property subject to the security. (5) It is a condition of an order made under subsection (2) that — ( a ) the net proceeds of the disposal must be applied towards discharging the sums secured by the security or payable under the hire-purchase agreement, chattels leasing agreement or retention of title agreement; and ( b ) where the net proceeds of the disposal are less than the sums secured by the security or payable under any of those agreements, the holder of the security or the owner of the goods (as the case may be) may prove on a winding up for any balance due to the holder or the owner. (6) Where a condition imposed under subsection (5) relates to 2 or more securities, that condition requires the net proceeds of the disposal to be applied towards discharging the sums secured by those securities in the order of their priorities. (7) The judicial manager must give 7 days’ notice, of an application by the judicial manager to the Court to dispose of property subject to a security under subsection (2), to the holder of the security or to the owner of the goods which are subject to any of the agreements mentioned in that subsection, and the holder or the owner (as the case may be) may oppose the disposal of the property. (8) Where the Court makes an order under subsection (2), the judicial manager must lodge a copy of the order, within 14 days after the making of the order, with the Registrar of Companies. (9) If the judicial manager, without reasonable excuse, fails to comply with subsection (7) or (8), the judicial manager 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. (10) Nothing in this section affects an application to the Court under section 115.


document_id: irda-2018
provision_ref: s101
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 101
title: Super priority for rescue financing
content:
101. —(1) At any time when a company is in judicial management, the Court may, on an application by the judicial manager, make one or more of the following orders: ( a ) an order that if the company is wound up, the debt arising from any rescue financing obtained, or to be obtained, by the company is to be treated as if it were part of the costs and expenses of the winding up mentioned in section 203(1)( b ); ( b ) an order that if the company is wound up, the debt arising from any rescue financing obtained, or to be obtained, by the company is to have priority over all the preferential debts specified in section 203(1)( a ) to ( i ) and all other unsecured debts, if the company would not have been able to obtain the rescue financing from any person unless the debt arising from the rescue financing is given the priority mentioned in this paragraph; ( c ) an order that the debt arising from any rescue financing to be obtained by the company is to be secured by — (i) a security interest on property of the company that is not otherwise subject to any security interest; or (ii) a subordinate security interest on property of the company that is subject to an existing security interest, if the company would not have been able to obtain the rescue financing from any person unless the debt arising from the rescue financing is secured in the manner mentioned in this paragraph; ( d ) an order that the debt arising from any rescue financing to be obtained by the company is to be secured by a security interest, on property of the company that is subject to an existing security interest, of the same priority as or a higher priority than that existing security interest, if — (i) the company would not have been able to obtain the rescue financing from any person unless the debt arising from the rescue financing is secured in the manner mentioned in this paragraph; and (ii) there is adequate protection for the interests of the holder of that existing security interest. (2) A judicial manager that makes an application under subsection (1) must send a notice of the application to each creditor of the company. (3) Any creditor of the company may oppose an application under subsection (1). (4) Where a company that has 2 or more super priority debts is wound up, the super priority debts — ( a ) rank equally in priority between themselves; and ( b ) are to be paid in full or, if the company has insufficient property to meet them, are to abate in equal proportions between themselves. (5) Where a company that has any super priority debt or debts is wound up, the super priority debt or debts constitute one class of debts and, despite section 203 — ( a ) the super priority debt or debts are to be paid in priority to all the preferential debts specified in section 203(1)( a ) to ( i ) and all other unsecured debts; and ( b ) if the property of the company available for the payment of the super priority debt or debts is insufficient to meet the super priority debt or debts, the super priority debt or debts — (i) have priority over the claims of the holders of any debentures of the company secured by a floating charge (which, as created, was a floating charge); and (ii) are to be paid out of any property comprised in or subject to that floating charge. (6) The reversal or modification on appeal of an order under subsection (1)( c ) or ( d ) does not affect the validity of any debt so incurred, or any security interest that was granted pursuant to the order, or the priority of that security interest, if the rescue financing (from which arose the debt intended to be secured by that security interest) was provided in good faith, whether or not with knowledge of the appeal, unless the order was stayed pending the appeal before the rescue financing was provided. (7) For the purposes of subsection (1)( d )(ii), there is adequate protection for the interests of the holder of an existing security interest on the property of a company, if — ( a ) the Court orders the company to make one or more cash payments to the holder, the total amount of which is sufficient to compensate the holder for any decrease in the value of the holder’s existing security interest that may result from the making of the order under subsection (1)( d ); ( b ) the Court orders the company to provide to the holder additional or replacement security of a value sufficient to compensate the holder for any decrease in the value of the holder’s existing security interest that may result from the making of the order under subsection (1)( d ); or ( c ) the Court grants any relief (other than compensation) that will result in the realisation by the holder of the indubitable equivalent of the holder’s existing security interest. (8) Sections 205, 224, 225 and 228 do not affect any priority conferred, any security interest or relief granted, or any payment made, pursuant to and in accordance with an order made by the Court under subsection (1). (9) The judicial manager must, within 14 days after the date of an order made under subsection (1), lodge a copy of the order with the Registrar of Companies. (10) In this section — “rescue financing” means any financing that satisfies one or more of the following conditions: ( a ) the financing is necessary for the survival of a company that obtains the financing, or of the whole or any part of the undertaking of that company, as a going concern; ( b ) the financing is necessary for the Court’s approval under section 210(4) of the Companies Act 1967 or section 71(5) of a compromise or an arrangement mentioned in section 210(1) of the Companies Act 1967 or section 71(1) (as the case may be) involving a company that obtains the financing; ( c ) the financing is necessary to achieve a more advantageous realisation of the assets of a company that obtains the financing, than on a winding up of that company; “security interest” means any mortgage, charge, pledge, lien or other type of security interest recognised by law; “super priority debt” means a debt, arising from any rescue financing obtained or to be obtained by a company, that is to have priority, pursuant to an order under subsection (1)( b ), over all the preferential debts specified in section 203(1)( a ) to ( i ) and all other unsecured debts, if the company is wound up.


document_id: irda-2018
provision_ref: s102
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 102
title: Agency and liability for contracts
content:
102. —(1) The judicial manager of a company — ( a ) is deemed to be the agent of the company; and ( b ) is entitled to have the judicial manager’s remuneration and expenses defrayed, out of the property of the company that is in the custody or under the control of the judicial manager, in accordance with section 114 and in priority to all other debts except those subject to a security to which section 100(2) or 101(1)( c ) or ( d ) applies. (2) Nothing in this section limits the right of a judicial manager to seek an indemnity from any other person in respect of contracts entered into by the judicial manager that are approved by the Court.


document_id: irda-2018
provision_ref: s103
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 103
title:
Suspension of requirements to call annual general meeting and to file annual returns and audited accounts

content:
103. During the period in which a company is in judicial management, the judicial manager, the company and any officer of the company (as the case may be) are not required to comply with sections 175, 197 and 201 of the Companies Act 1967.


document_id: irda-2018
provision_ref: s104
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 104
title: Vacation of office and release
content:
104. —(1) The judicial manager of a company — ( a ) may at any time be removed from office by order of the Court; and ( b ) may, with the permission of the Court and subject to such conditions as the Court may impose, resign from the office of judicial manager by giving notice of resignation to the Court. [Act 25 of 2021 wef 01/04/2022] (2) The judicial manager of a company must vacate office if — ( a ) being a licensed insolvency practitioner at the time of his or her appointment, the judicial manager ceases to be a licensed insolvency practitioner; or ( b ) the company is discharged from judicial management. (3) Where at any time a person ceases to be a judicial manager of a company, whether by virtue of this section or by reason of the person’s death, any remuneration and expenses properly incurred by the person must be charged on and paid out of the property of the company in the custody or under the control of the person in accordance with section 114 and in priority to all other debts, except those subject to a security to which section 100(2) or 101(1)( c ) or ( d ) applies. (4) Where a person ceases to be a judicial manager of a company, from such time as the Court may determine, the person is released from any liability in respect of any act or omission by the person in the management of the company or otherwise in relation to the person’s conduct as a judicial manager, but nothing in this section relieves the person of any of the liabilities mentioned in section 112(5). (5) Where the office of a judicial manager has been vacated, the Court may appoint another licensed insolvency practitioner as judicial manager of the company.


document_id: irda-2018
provision_ref: s105
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 105
title: Information to be given by judicial manager
content:
105. —(1) Where a company enters judicial management, the judicial manager must — ( a ) within 3 days after the company’s entry into judicial management — (i) in a case where the judicial manager was appointed by the Court under section 91(1), lodge with the Official Receiver and the Registrar of Companies a copy of the judicial management order; or (ii) in a case where the judicial manager was appointed by the creditors of the company under section 94(11)( e ), lodge with the Official Receiver and the Registrar of Companies a written notice of the appointment in the prescribed form; ( b ) within 3 days after the company’s entry into judicial management, send to the company, and publish in the Gazette and in an English local daily newspaper, a notice of the judicial management order or the notice of the appointment of the judicial manager mentioned in paragraph ( a )(ii), as the case may be; and ( c ) within 28 days after the company’s entry into judicial management, unless the Court otherwise directs, send a notice of the judicial management order or the notice of the appointment of the judicial manager mentioned in paragraph ( a )(ii) (as the case may be) to every creditor of the company (so far as the judicial manager is aware of the creditor’s address). (2) The Registrar of Companies must enter the copy of the judicial management order mentioned in subsection (1)( a )(i) or the notice of appointment of the judicial manager mentioned in subsection (1)( a )(ii) (as the case may be) in the Registrar’s records of the company. (3) Any judicial manager who, without reasonable excuse, fails to comply with subsection (1) 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.


document_id: irda-2018
provision_ref: s106
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 106
title: Company’s statement of affairs
content:
106. —(1) Where a company enters judicial management, the relevant persons must submit a statement as to the affairs of the company to the judicial manager within 28 days (or such longer period not exceeding 2 months as the judicial manager may allow) after the company receives the judicial manager’s notice mentioned in section 105(1)( b ). (2) The statement of affairs mentioned in subsection (1) — ( a ) must show, as at the date that the company entered judicial management — (i) the particulars of the company’s assets, debts and liabilities; (ii) the names and addresses of the company’s creditors; (iii) the securities held by each of those creditors; (iv) the dates when each of those securities was given; and (v) such further or other information as may be prescribed by regulations; and ( b ) must be verified by an affidavit of the relevant persons mentioned in subsection (1). (3) For the purposes of subsections (1) and (2), the relevant persons are — ( a ) all of the following persons: (i) one or more of the persons who are, at the date of the company’s entry into judicial management, the directors of the company; (ii) the person who is at that date the secretary of the company; or ( b ) if the persons mentioned in paragraph ( a ) are not able or willing to submit and verify the statement of affairs mentioned in subsection (1), such of the following persons as the judicial manager may require to submit and verify the statement of affairs: (i) any person who is or has been an officer of the company; (ii) any person who has taken part in the company’s formation at any time within one year before the date of the company’s entry into judicial management; (iii) any person who is or has been employed by the company, whether under a contract of service or a contract for services, and is in the judicial manager’s opinion capable of giving the information required. (4) Any person who, without reasonable excuse, fails to comply with this section 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. (5) Any statement of affairs submitted under subsection (1) may be used in evidence against any person making or concurring in making it. (6) The judicial manager must lodge a copy of the company’s statement of affairs with the Registrar of Companies immediately after receiving that statement of affairs. (7) Any person making the statement of affairs mentioned in subsection (1) and the affidavit verifying the statement of affairs must be paid by the judicial manager, out of the judicial manager’s receipts, such costs and expenses incurred in and about the preparation and making of the statement of affairs and the affidavit as the judicial manager may consider reasonable, subject to an appeal to the Court.


document_id: irda-2018
provision_ref: s107
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 107
title: Statement of proposals
content:
107. —(1) Where a company enters judicial management, the judicial manager must, within 90 days (or such longer period as may be allowed under subsection (3)) after the company’s entry into judicial management — ( a ) send to the Registrar of Companies and to every creditor (so far as the judicial manager is aware of the creditor’s address) a statement of the judicial manager’s proposals for achieving one or more of the purposes mentioned in section 89(1); and ( b ) lay a copy of the statement before a meeting of the company’s creditors summoned for the purpose on not less than 14 days’ notice. (2) The judicial manager must also, within 90 days (or such longer period as may be allowed under subsection (3)) after the company’s entry into judicial management, either — ( a ) send a copy of the statement to every member of the company (so far as the judicial manager is aware of the member’s address); or ( b ) publish a notice in an English local daily newspaper stating an address to which members of the company should write for copies of the statement to be sent to them free of charge. (3) A judicial manager may obtain an extension of the period specified in subsection (1) or (2) — ( a ) by making an application at any time to the Court; or ( b ) subject to subsection (4), by obtaining the approval of a majority in number and value of the creditors of the company (voting either in person or by proxy) — (i) in writing; or (ii) at a creditors’ meeting. (4) An extension of time may be obtained under subsection (3)( b ) — ( a ) only for a period not exceeding 60 days; ( b ) only once; ( c ) only if the period specified in subsection (1) or (2) has not been extended by the Court; and ( d ) only before the expiry of the period specified in subsection (1) or (2).


document_id: irda-2018
provision_ref: s108
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 108
title: Consideration of proposals by creditors’ meeting
content:
108. —(1) A meeting of creditors, summoned under section 107(1), must decide whether to approve the judicial manager’s proposals. (2) The meeting must, subject to subsection (3), be conducted in accordance with the regulations. (3) At the meeting, a majority in number and value of the creditors (present and voting either in person or by proxy), whose claims have been accepted by the judicial manager, may approve the proposals with modifications, but must not do so unless the judicial manager consents to each modification. (4) The judicial manager must — ( a ) report the result of the meeting to the Court; and ( b ) give notice of that result to the Registrar of Companies and to such other persons or bodies as the Court may approve. (5) If a report is given to the Court under subsection (4) that the meeting has declined to approve the judicial manager’s proposals (with or without modifications), the Court may — ( a ) by order discharge the company from judicial management, and make such consequential provision as the Court thinks fit; ( b ) adjourn the hearing conditionally or unconditionally; or ( c ) make an interim order or any other order that the Court thinks fit. (6) A copy of every order of the Court made under subsection (5) must be published in an English local daily newspaper. (7) Where the company is discharged under subsection (5) from judicial management, the judicial manager must immediately lodge with the Official Receiver and the Registrar of Companies a copy of the order effecting the discharge. (8) Any judicial manager who, without reasonable excuse, fails to comply with subsection (7) 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.


document_id: irda-2018
provision_ref: s109
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 109
title: Committee of creditors
content:
109. —(1) Where a meeting of creditors summoned under section 107(1) has approved the judicial manager’s proposals (with or without modifications), the meeting may, if it thinks fit, establish a committee to exercise the functions conferred on the committee under subsection (2). (2) If such a committee is established, the committee may require the judicial manager to attend before it and furnish it with such information relating to the carrying out by the judicial manager of the judicial manager’s functions as the committee may reasonably require.


document_id: irda-2018
provision_ref: s110
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 110
title: Duty to manage company’s affairs, etc., in accordance with approved proposals
content:
110. —(1) Where the judicial manager’s proposals have been approved by a meeting of creditors summoned under section 107(1), then, subject to any order under section 115, it is the duty of the judicial manager to manage the affairs, business and property of the company in accordance with the proposals as from time to time revised by the judicial manager. (2) Where the judicial manager proposes to make substantial revisions of the proposals as so approved, the judicial manager — ( a ) must — (i) send to the Registrar of Companies and every creditor of the company (so far as the judicial manager is aware of the creditor’s address) a statement of the judicial manager’s proposed revisions; and (ii) lay a copy of the statement before a meeting of the company’s creditors summoned for the purpose on not less than 14 days’ notice; and ( b ) must not make the proposed revisions unless they are approved by the majority in number and value of creditors (present and voting in person or by proxy at the meeting), whose claims have been accepted by the judicial manager. (3) The judicial manager must also either — ( a ) send a copy of the statement to every member of the company (so far as the judicial manager is aware of the member’s address); or ( b ) publish a notice in an English local daily newspaper stating an address to which members of the company should write for copies of the statement to be sent to them free of charge. (4) A meeting of creditors summoned under subsection (2) (which must, subject to subsection (2) and this subsection, be conducted in accordance with the regulations) may approve the proposed revisions with modifications but must not do so unless the judicial manager consents to each modification. (5) After the conclusion of a meeting summoned under subsection (2), the judicial manager must give notice of the result of the meeting to the Registrar of Companies or to such other persons or bodies as the Court may approve.


document_id: irda-2018
provision_ref: s111
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 111
title: End of judicial management
content:
111. —(1) A judicial manager appointed by a judicial management order under section 91 is, unless the order specifies otherwise, appointed for a period that expires 180 days after the date of the making of the order, and upon the expiry of that period, the company is discharged from judicial management. (2) A judicial manager appointed by a meeting of creditors under section 94(11)( e ) is appointed for a period that expires 180 days after the date of the approval of the judicial manager’s appointment at the meeting of creditors, and upon the expiry of that period, the company is discharged from judicial management. (3) Subject to subsections (4) and (5), a judicial manager may obtain an extension of the judicial manager’s term of office — ( a ) by making an application to the Court; or ( b ) by obtaining the approval of a majority in number and value of the creditors of the company (voting either in person or by proxy) — (i) in writing; or (ii) at a creditors’ meeting. (4) On an application under subsection (3)( a ), the Court — ( a ) may extend the term of office of the judicial manager for a specified period; ( b ) may extend the term of office of a judicial manager even though that term of office has previously been extended by the Court or by approval of the company’s creditors under subsection (3)( b ); and ( c ) may only extend the judicial manager’s term of office before the expiry of that term of office. (5) An extension of the judicial manager’s term of office may be obtained under subsection (3)( b ) — ( a ) only for a period not exceeding 6 months; ( b ) only once; ( c ) only if the Court has not previously granted or dismissed an application under subsection (3)( a ); and ( d ) only before the expiry of that term of office. (6) Any creditor who is dissatisfied with an extension of the judicial manager’s term of office under subsection (3)( b ) may apply to the Court for an order terminating, or reducing the period of extension of, the appointment of the judicial manager, and the Court on hearing such an application may make such order as the Court thinks fit. (7) Where a judicial manager’s term of office has expired or has been extended by the Court or under subsection (3)( b ), the judicial manager must file notice of the expiry or extension of the term with — ( a ) the Court (unless the extension was by the Court); ( b ) the Registrar of Companies; and ( c ) the Official Receiver. (8) Any judicial manager who, without reasonable excuse, fails to comply with subsection (7) 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.


document_id: irda-2018
provision_ref: s112
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 112
title: Duty to apply for discharge from judicial management
content:
112. —(1) The judicial manager of a company must apply to the Court for the company to be discharged from judicial management if it appears to the judicial manager that — ( a ) one or more of the purposes of judicial management mentioned in section 89(1) has been achieved; or ( b ) none of the purposes of judicial management mentioned in section 89(1) is capable of achievement. (2) On the hearing of an application under this section, the Court may — ( a ) by order discharge the company from judicial management and make such consequential provision as the Court thinks fit; ( b ) adjourn the hearing conditionally or unconditionally; or ( c ) make an interim order or any other order the Court thinks fit. (3) Where the company is discharged from judicial management, the judicial manager must immediately lodge with the Official Receiver and the Registrar of Companies a copy of the order effecting the discharge. (4) Where a company is discharged from judicial management under this Part, or where a person ceases to be a judicial manager pursuant to section 104, the judicial manager or person may apply to the Court to be released, and the Court may, if the Court thinks fit, make an order releasing the judicial manager or person from liability in respect of any act or omission by the judicial manager or person in the management of the company or otherwise in relation to the judicial manager’s or person’s conduct as judicial manager. (5) Any release ordered by the Court under subsection (4) does not relieve the judicial manager or person from liability for any misapplication or retention of any money or property of the company or for which the judicial manager or person has become accountable, or from any law to which the judicial manager or person would be subject in respect of negligence, default, misfeasance, breach of trust or breach of duty in relation to the company.


document_id: irda-2018
provision_ref: s113
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 113
title: Application to Court for approval of remuneration and expenses of former judicial manager
content:
113. —(1) Where a person ceases to be a judicial manager, and the person’s remuneration and expenses as judicial manager were not previously approved by the Court or the committee of creditors before the person’s cessation, the person may apply to the Court for the approval of the person’s remuneration and expenses incurred during the person’s term of office as judicial manager. (2) On an application for an order under subsection (1), the Court may make an order approving the remuneration and expenses, and may make such other order as the Court thinks fit, including that the remuneration and expenses be charged as an expense of winding up under section 203(1)( b ).


document_id: irda-2018
provision_ref: s114
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 114
title: Order of priority for expenses of judicial manager and interim judicial manager
content:
114. —(1) The expenses of a judicial manager are payable in the following order of priority: ( a ) first, any debt arising from rescue financing obtained pursuant to an order under section 101(1)( b ); ( b ) second, any sums payable in respect of any debts or liabilities of the company incurred during judicial management, including any debt arising from rescue financing obtained pursuant to an order under section 101(1)( a ); ( c ) third, any other remuneration or expenses properly incurred by the judicial manager in performing the judicial manager’s functions in the judicial management of the company. (2) For the purposes of this section — ( a ) a judicial manager includes an interim judicial manager appointed under section 92 or 94(3); and ( b ) judicial management includes interim judicial management by an interim judicial manager.


document_id: irda-2018
provision_ref: s115
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 115
title: Protection of interests of creditors and members
content:
115. —(1) At any time when a company is in judicial management or interim judicial management, a creditor or member of the company may apply to the Court for an order under this section on the ground — ( a ) that the company’s affairs, business and property are being or have been managed by the judicial manager or interim judicial manager in a manner that is or was unfairly prejudicial to the interests of — (i) its creditors or members generally; (ii) some part of its creditors or members (including at least the applicant); or (iii) a single creditor that represents at least one quarter in value of the claims against the company; ( b ) that any actual or proposed act or omission of the judicial manager or interim judicial manager is or would be prejudicial in the manner mentioned in paragraph ( a ); ( c ) in a case of interim judicial management or judicial management under section 94, that the interim judicial management or judicial management of the company should not have been commenced at all; ( d ) that one or more of the purposes of judicial management mentioned in section 89(1) have been achieved; ( e ) that none of the purposes of judicial management mentioned in section 89(1) is capable of achievement; or ( f ) that the judicial manager is not managing the company in accordance with the proposals which had been approved by a meeting of creditors summoned under section 107(1). (2) On an application under subsection (1), the Court may — ( a ) make such order as the Court thinks fit for giving relief in respect of the matters complained of; ( b ) adjourn the hearing conditionally or unconditionally; or ( c ) make an interim order or any other order that the Court thinks fit. (3) Subject to subsection (4), an order under this section may — ( a ) regulate the future management by the judicial manager or interim judicial manager of the company’s affairs, business and property; ( b ) require the judicial manager or interim judicial manager — (i) to refrain from doing or continuing an act complained of by the applicant; or (ii) to do an act that the applicant has complained the judicial manager or interim judicial manager has omitted to do; ( c ) require the summoning of a meeting of creditors or members for the purpose of considering such matters as the Court may direct; or ( d ) discharge the company from judicial management or interim judicial management, and make such consequential provision as the Court thinks fit. (4) An order under this section must not prejudice or prevent the implementation of any compromise or arrangement approved under section 210 of the Companies Act 1967 or section 71. (5) Where the company is discharged from judicial management or interim judicial management under subsection (3)( d ), the judicial manager or interim judicial manager must immediately lodge with the Official Receiver and the Registrar of Companies a copy of the order effecting the discharge. (6) Any judicial manager or interim judicial manager who, without reasonable excuse, fails to comply with subsection (5) 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. (7) In this section — “interim judicial management” means the management of a company’s affairs, business and property by an interim judicial manager; “interim judicial manager” means any person appointed as an interim judicial manager under section 92 or 94(3).


document_id: irda-2018
provision_ref: s116
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 116
title: Trade union representation on behalf of members who are creditors and employees of company
content:
116. —(1) Where employees of a company — ( a ) are creditors, by reason that wages or salary are payable to them whether by way of allowance or reimbursement under contracts of employment or any award or agreement regulating conditions of employment or otherwise; and ( b ) are members of a trade union that is recognised by the company under the Industrial Relations Act 1960, it is sufficient compliance by the judicial manager with sections 105, 107 and 108 if the notice, statement of proposals and revised proposals mentioned in those sections are sent to the trade union representing the employees. (2) A trade union to which subsection (1) applies — ( a ) is entitled to represent any such employees at a meeting of creditors summoned under section 107(1) or, with the permission of the Court, to apply to the Court under section 115 on their behalf; and [Act 25 of 2021 wef 01/04/2022] ( b ) may make representations to the judicial manager on behalf of those employees, in respect of any matter connected with or arising from the continuation or termination of their contracts of employment, or any matter relating to any award made by the Industrial Arbitration Court under the Industrial Relations Act 1960 or any collective agreement certified under that Act that affects those employees.


document_id: irda-2018
provision_ref: s117
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 117
title:
Application of certain provisions in Companies Act 1967 and Part 5 to company under judicial management

content:
117. At any time when a company is in judicial management — ( a ) section 210 of the Companies Act 1967 applies as if — (i) the following subsection replaces subsections (1) and (2) of that section: “ (1) Where a compromise or an arrangement is proposed between a company under judicial management and its creditors or any class of those creditors, the Court may, on the application of the judicial manager, order a meeting of the creditors or class of creditors to be summoned in such manner as the Court directs. ”; and (ii) the following subsections replace subsections (3), (3AA) and (3AB) of that section: “ (3) A meeting held pursuant to an order under subsection (1) may be adjourned from time to time if the resolution for the adjournment is approved by a majority in number representing three‑fourths in value of the creditors or class of creditors (as the case may be) present and voting either in person or by proxy at the meeting. (3AA) If the conditions set out in subsection (3AB) are satisfied, a compromise or an arrangement is binding on the company, on the judicial manager, and on the creditors or class of creditors, as the case may be. (3AB) The conditions mentioned in subsection (3AA) are as follows: ( a ) a majority in number, or such other number as the Court may order, of the creditors or class of creditors (as the case may be) present and voting either in person or by proxy at the meeting or the adjourned meeting agrees to the compromise or arrangement; ( b ) the majority in number, or other number, of the creditors or class of creditors (as the case may be) mentioned in paragraph ( a ) represents three‑fourths in value of the creditors or class of creditors (as the case may be) present and voting either in person or by proxy at the meeting or the adjourned meeting; ( c ) the compromise or arrangement is approved by order of the Court. ”; ( b ) section 68 applies as if — (i) the following subsection replaces subsection (1) of that section: “ (1) Where the Court orders under section 210(1) of the Companies Act 1967 a meeting of the creditors, or a class of creditors, of a company under judicial management to be summoned, the judicial manager must state in every notice mentioned in section 211(1) of that Act summoning the meeting (called in this section the notice summoning the meeting) — ( a ) the manner in which a creditor is to file a proof of debt with the company; and ( b ) the period within which the proof is to be filed. ”; and (ii) the word “company” in subsections (3), (4), (9), (10) and (14)( a ) of that section was replaced by the words “judicial manager”; ( c ) section 69 applies as if the following subsection replaces subsection (1) of that section: “ (1) At the hearing of an application for the Court’s approval under section 210(4) of the Companies Act 1967 of a compromise or an arrangement between a company under judicial management and its creditors or any class of those creditors, the Court may order the judicial manager to hold another meeting of the creditors or class of creditors (called in this section the further meeting) for the purpose of putting the compromise or arrangement to a re‑vote. ”; ( d ) section 70 applies as if — (i) the following subsection replaces subsection (2) of that section: “ (2) Despite section 210(3AA) and (3AB)( a ) and ( b ) of the Companies Act 1967, the Court may, subject to this section and on the application of the judicial manager, or a creditor of the company who has obtained the permission of the Court to make an application under this subsection, approve the compromise or arrangement, and order that the compromise or arrangement be binding on the judicial manager, the company and all classes of creditors meant to be bound by the compromise or arrangement. ”; [Act 25 of 2021 wef 01/04/2022] (ii) the following paragraph replaces paragraph ( a ) of subsection (4) of that section: “ ( a ) no creditor in the dissenting class receives, under the terms of the compromise or arrangement, an amount that is lower than what the creditor is estimated by the Court to receive in the most likely scenario if the compromise or arrangement does not become binding on the judicial manager, the company and all classes of creditors meant to be bound by the compromise or arrangement; and ”; and (iii) the following subsection replaces subsection (5) of that section: “ (5) The Court may appoint any person of suitable knowledge, qualification or experience to assist the Court in estimating the amount that a creditor is expected to receive in the most likely scenario if the compromise or arrangement does not become binding on the judicial manager, the company and all classes of creditors meant to be bound by the compromise or arrangement. ”; and ( e ) section 71 applies as if — (i) the following subsections replace subsections (1) and (2) of that section: “ (1) Despite section 210 of the Companies Act 1967 but subject to this section, where a compromise or an arrangement is proposed between a company under judicial management and its creditors or any class of those creditors, the Court may, on an application made by the judicial manager, make an order approving the compromise or arrangement, even though no meeting of the creditors or class of creditors has been ordered under section 210(1) of that Act or held. (2) Subject to subsection (10), if the compromise or arrangement is approved by order of the Court under subsection (1), the compromise or arrangement is binding on the judicial manager, the company and the creditors or class of creditors meant to be bound by the compromise or arrangement. ”; (ii) the words “the company has provided” in subsection (3)( a ) of that section were replaced by the words “the judicial manager has provided”; and (iii) the word “company” in subsections (3)( b ) and ( c ), (4) and (7) of that section was replaced by the words “judicial manager”.


document_id: irda-2018
provision_ref: s118
chapter: PART 7 - JUDICIAL MANAGEMENT
section: 118
title: Transition from judicial management to winding up
content:
118. Where a judicial manager makes an application to wind up the company — ( a ) despite section 111, the term of office of the judicial manager is extended to the date on which the winding up application is determined or withdrawn; and ( b ) the company is discharged from judicial management on the date the winding up application is determined or withdrawn.


document_id: irda-2018
provision_ref: s119
chapter: PART 8 - WINDING UP
section: 119
title: Modes of winding up and application of this Division
content:
119. —(1) The winding up of a company may be either — ( a ) by the Court; or ( b ) voluntary. (2) Unless the context otherwise requires, the provisions of this Act with respect to the winding up of a company apply to both modes of winding up mentioned in subsection (1).


document_id: irda-2018
provision_ref: s120
chapter: PART 8 - WINDING UP
section: 120
title: Government bound by certain provisions
content:
120. The provisions of this Part and Parts 9, 10 and 11 relating to the remedies against the property of a company, the priorities of debts and the effect of an arrangement with creditors bind the Government.


document_id: irda-2018
provision_ref: s121
chapter: PART 8 - WINDING UP
section: 121
title: Liability of present and past members as contributories, and unlimited liability of directors
content:
121. —(1) On a company being wound up, every present and past member is liable to contribute to the assets of the company to an amount sufficient for payment of the debts and liabilities of the company and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves, subject to subsection (2) and the following qualifications: ( a ) a past member is not liable to contribute if the past member has ceased to be a member for one year or more before the commencement of the winding up; ( b ) a past member is not liable to contribute in respect of any debt or liability of the company contracted after the past member ceased to be a member; ( c ) a past member is not liable to contribute unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by the existing members under the Companies Act 1967; ( d ) in the case of a company limited by shares, no contribution is required from any member exceeding the amount (if any) unpaid on the shares in respect of which that member is liable as a present or past member; ( e ) in the case of a company limited by guarantee, subject to subsection (4), no contribution is required from any member exceeding the amount undertaken to be contributed by that member to the assets of the company in the event the company is wound up; ( f ) nothing in this Act invalidates any provision contained in any policy of insurance or other contract under which the liability of individual members on the policy or contract is restricted, or under which the funds of the company are alone made liable in respect of the policy or contract; ( g ) a sum due to any member in that member’s character of a member by way of dividends, profits or otherwise is not a debt of the company payable to that member, in a case of competition between that member and any other creditor who is not a member, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among themselves. (2) In the winding up of a limited company, any director, whether past or present, whose liability is unlimited is, in addition to the director’s liability (if any) to contribute as an ordinary member, liable to make a further contribution as if the director were, at the commencement of the winding up, a member of an unlimited company. (3) Despite subsection (2) — ( a ) a past director is not liable to make a further contribution if the past director has ceased to hold office for one year or more before the commencement of the winding up; ( b ) a past director is not liable to make a further contribution in respect of any debt or liability of the company contracted after the past director ceased to hold office; and ( c ) subject to the constitution of the company, a director is not liable to make a further contribution unless the Court considers it necessary to require that contribution in order to satisfy the debts and liabilities of the company and the costs, charges and expenses of the winding up. (4) On the winding up of a company limited by guarantee, every member is liable, in addition to the amount undertaken to be contributed by the member to the assets of the company in the event the company is wound up, to contribute to the extent of any sums unpaid on any shares held by the member.


document_id: irda-2018
provision_ref: s122
chapter: PART 8 - WINDING UP
section: 122
title: Nature of liability of contributory
content:
122. The liability of a contributory creates a debt accruing due from the contributory at the time when the contributory’s liability commenced, but payable at the times when calls are made for enforcing the liability.


document_id: irda-2018
provision_ref: s123
chapter: PART 8 - WINDING UP
section: 123
title: Contributories in case of death or bankruptcy of member
content:
123. —(1) If a contributory (called in this subsection the deceased contributory) dies, whether before or after being placed on the list of contributories — ( a ) the deceased contributory’s personal representatives are liable in due course of administration to contribute to the assets of the company in discharge of the deceased contributory’s liability, and are contributories accordingly; and ( b ) if the deceased contributory’s personal representatives default in paying any money ordered to be paid by them, proceedings may be taken for administering the estate of the deceased contributory and for compelling payment out of the estate of the deceased contributory of the money due. (2) If a contributory (called in this subsection the bankrupt contributory) becomes bankrupt or assigns his or her estate for the benefit of his or her creditors, whether before or after being placed on the list of contributories — ( a ) the bankrupt contributory’s trustee must represent the bankrupt contributory for all the purposes of the winding up and is a contributory accordingly; and ( b ) there may be proved against the bankrupt contributory’s estate the estimated value of the bankrupt contributory’s liability to future calls as well as calls already made. Division 2 &#x2014; Provisions applicable to winding up by Court Subdivision (1) &#x2014; General


document_id: irda-2018
provision_ref: s124
chapter: PART 8 - WINDING UP
section: 124
title: Application for winding up
content:
124. —(1) A company, whether or not it is being wound up voluntarily, may be wound up under an order of the Court on the application of one or more of the following: ( a ) the company; ( b ) any director of the company; ( c ) any creditor, including a contingent or prospective creditor, of the company; ( d ) a contributory, any person who is the personal representative of a deceased contributory, or the Official Assignee of the estate of a bankrupt contributory; ( e ) the liquidator of the company; ( f ) the Minister mentioned in section 241 of the Companies Act 1967, under that section; ( g ) the Minister, on any ground specified in section 125(1)( b ), ( d ), ( l ), ( m ) or ( n ); ( h ) the judicial manager appointed under this Act for the company; ( i ) in the case of a company that is carrying on or has carried on banking business, the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act 1970. (2) Despite subsection (1), the following apply: ( a ) a person mentioned in subsection (1)( b ) may not make a winding up application unless a prima facie case for winding up is established to the satisfaction of the Court, and the Court grants that person permission to bring the winding up application; [Act 25 of 2021 wef 01/04/2022] ( b ) a person mentioned in subsection (1)( d ) may not make a winding up application on any of the grounds specified in section 125(1)( a ), ( b ), ( c ), ( e ) or ( i ), unless — (i) the company has no member; or (ii) the shares in respect of which the contributory was a contributory, or some of those shares — (A) were originally allotted to the contributory; (B) have been held by the contributory and registered in the contributory’s name for at least 6 months during the 18 months before the making of the winding up application; or (C) have devolved on the contributory through the death or bankruptcy of a former holder; ( c ) an application to wind up a company on the ground specified in section 125(1)( b ) must not be made by any person except a contributory or the Minister, and must not be made before the expiration of 14 days after the last day on which the statutory meeting ought to have been held; ( d ) the Court must not hear a winding up application made by a contingent or prospective creditor until such security for costs has been given as the Court thinks reasonable, and a prima facie case for winding up has been established to the satisfaction of the Court; ( e ) where a company is being wound up voluntarily, the Court must not make a winding up order unless it is satisfied that the voluntary winding up cannot be continued with due regard to the interests of the creditors or contributories.


document_id: irda-2018
provision_ref: s125
chapter: PART 8 - WINDING UP
section: 125
title: Circumstances in which company may be wound up by Court
content:
125. —(1) The Court may order the winding up of a company if — ( a ) the company has by special resolution resolved that it be wound up by the Court; ( b ) default is made by the company in lodging the statutory report or in holding the statutory meeting; ( c ) the company does not commence business within a year after its incorporation, or suspends its business for a whole year; ( d ) the company has no member; ( e ) the company is unable to pay its debts; ( f ) the directors have acted in the affairs of the company in their own interests rather than in the interests of the members as a whole, or in any other manner which appears to be unfair or unjust to other members; ( g ) an inspector appointed under Part 9 of the Companies Act 1967 has reported that he or she is of the opinion — (i) that the company cannot pay its debts and should be wound up; or (ii) that it is in the interests of the public, the shareholders or the creditors that the company should be wound up; ( h ) the period (if any) fixed for the duration of the company by the constitution of the company expires or, where the constitution of the company provides that the company is to be dissolved on the occurrence of an event, that event happens; ( i ) the Court is of the opinion that it is just and equitable that the company be wound up; ( j ) the company has held a licence under any written law relating to banking, and that licence has been revoked or has expired and has not been renewed; ( k ) the company is carrying on or has carried on banking business in Singapore in contravention of the provisions of any written law relating to banking; ( l ) the company has carried on multi-level marketing or pyramid selling in contravention of the Multi‑Level Marketing and Pyramid Selling (Prohibition) Act 1973; ( m ) the company, being a foreign corporate entity that was registered as a company limited by shares under section 359(1) of the Companies Act 1967 subject to conditions, has breached any of the conditions of registration imposed under section 359(2) of that Act; or ( n ) the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against national security or interest. (2) A 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, by leaving at the registered office of the company, a written demand by the creditor or the creditor’s lawfully authorised agent 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 reasonable satisfaction of the creditor; ( b ) an enforcement order or other process issued to enforce a judgment, decree or order of any court in favour of a creditor of the company is returned unsatisfied in whole or in part; or [Act 25 of 2021 wef 01/04/2022] ( c ) it is proved to the satisfaction of the Court that the company is unable to pay its debts; and in determining whether a company is unable to pay its debts the Court must take into account the contingent and prospective liabilities of the company. (3) On an application for winding up a company on the ground specified in subsection (1)( f ) or ( i ), instead of making an order for the winding up, the Court may, if it is of the opinion that it is just and equitable to do so, make an order for the interests in shares of one or more members to be purchased by the company, or by one or more other members, on terms to the satisfaction of the Court. (4) For the purpose of subsection (1)( n ), a certificate issued by the Minister charged with the responsibility for internal security, stating that the Minister is satisfied that the company mentioned in the certificate is being used for purposes against national security or interest, is conclusive evidence that the company is being used for such purposes. (5) Upon the making of an application by the Minister under section 124(1)( g ) for the winding up of a company under subsection (1)( n ) on the ground that the company is being used for purposes against national security or interest, the Court may, upon the application of that Minister, pending the hearing of the winding up application or the making of a winding up order, make — ( a ) an order restraining all or any of the following from doing any act or from carrying out any activity specified in the order: (i) the company; (ii) the company’s directors; (iii) the chief executive officer; (iv) officers or employees of the company; and ( b ) such other interim orders as the Court thinks fit. (6) Any person who acts in contravention of an order made by the Court under subsection (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. (7) The Minister may, by order in the Gazette , amend subsection (2)( a ) by substituting a different sum for the sum for the time being specified in that provision.


document_id: irda-2018
provision_ref: s126
chapter: PART 8 - WINDING UP
section: 126
title: Commencement of winding up
content:
126. —(1) In any case where, before the making of a winding up application, a resolution has been passed by the company for voluntary winding up — ( a ) the winding up of the company is deemed to have commenced at the time of the passing of the resolution; and ( b ) unless the Court on proof of fraud or mistake thinks fit otherwise to direct, all proceedings taken in the voluntary winding up are deemed to have been validly taken. (2) In any other case, the winding up is deemed to have commenced at the time of the making of the application for the winding up.


document_id: irda-2018
provision_ref: s127
chapter: PART 8 - WINDING UP
section: 127
title: Payment of preliminary costs, etc.
content:
127. —(1) Any person (other than the company itself or the liquidator of the company), on whose application any winding up order is made, must at the person’s own cost prosecute all proceedings in the winding up until a liquidator has been appointed under this Part. (2) The liquidator must, unless the Court orders otherwise, reimburse the applicant out of the assets of the company the costs incurred by the applicant in any such proceedings (whether assessed or agreed). [Act 25 of 2021 wef 01/04/2022] (3) Where the company has no assets or has insufficient assets, and in the opinion of the Minister any fraud has been committed by any person in the promotion or formation of the company, or by any officer of the company in relation to the company since the formation of the company, the costs mentioned in subsection (2) or so much of those costs as are not so reimbursed may, with the approval in writing of the Minister, to an extent specified by the Minister but not in any case exceeding $3,000, be reimbursed to the applicant out of moneys provided by Parliament for the purpose. (4) Where any winding up order is made upon the application of the company or the liquidator of the company, the costs incurred must, subject to any order of the Court, be paid out of assets of the company in like manner as if those costs were the costs of any other applicant.


document_id: irda-2018
provision_ref: s128
chapter: PART 8 - WINDING UP
section: 128
title: Powers of Court on hearing winding up application
content:
128. —(1) On hearing a winding up application, the Court may dismiss the application with or without costs or adjourn the hearing conditionally or unconditionally or make any interim or other order that the Court thinks fit, but the Court must not refuse to make a winding up order on the ground only that — ( a ) the assets of the company have been mortgaged to an amount equal to or in excess of those assets; ( b ) the company has no assets; or ( c ) in the case of an application by a contributory, there will be no assets available for distribution amongst the contributories. (2) The Court may, on the winding up application coming on for hearing or at any time on the application of the person making the winding up application, the company, or any person who has given notice that he or she intends to appear on the hearing of the winding up application — ( a ) direct that any notices be given or any steps be taken before or after the hearing of the winding up application; ( b ) dispense with any notices being given or steps being taken which are required by this Act, or by any prior order of the Court; ( c ) direct that oral evidence be taken on the winding up application or any matter relating to the winding up application; ( d ) direct a speedy hearing or trial of the winding up application or any issue or matter; ( e ) allow the winding up application to be amended or withdrawn; and ( f ) give such directions as to the proceedings as the Court thinks fit. (3) Where the winding up application is made on the ground of default in lodging the statutory report or in holding the statutory meeting, the Court may, instead of making a winding up order, direct that the statutory report must be lodged or that a meeting must be held, and may order the costs to be paid by any persons who, in the opinion of the Court, are responsible for the default.


document_id: irda-2018
provision_ref: s129
chapter: PART 8 - WINDING UP
section: 129
title: Power to stay or restrain proceedings against company
content:
129. At any time after the making of a winding up application and before a winding up order has been made — ( a ) the company or any creditor or contributory may, where any action or proceeding against the company is pending, apply to the Court to stay or restrain further proceedings in the action or proceeding; and ( b ) the Court may stay or restrain the proceedings accordingly on such terms as the Court thinks fit.


document_id: irda-2018
provision_ref: s130
chapter: PART 8 - WINDING UP
section: 130
title: Avoidance of dispositions of property and certain attachments, etc.
content:
130. —(1) Any disposition of the property of the company, including things in action, and any transfer of shares or alteration in the status of the members of the company, made after the commencement of the winding up by the Court is, unless the Court otherwise orders, void. (2) Any attachment, sequestration, distress or enforcement order put in force against the estate or effects of the company after the commencement of the winding up by the Court is, unless the Court otherwise orders, void. [Act 25 of 2021 wef 01/04/2022]


document_id: irda-2018
provision_ref: s131
chapter: PART 8 - WINDING UP
section: 131
title: Winding up application to be lis pendens
content:
131. Any application for winding up a company constitutes a lis pendens within the meaning of any law relating to the effect of a lis pendens upon purchasers or mortgagees.


document_id: irda-2018
provision_ref: s132
chapter: PART 8 - WINDING UP
section: 132
title: Copy of order to be lodged, etc.
content:
132. —(1) Within 7 days after the making of a winding up order, the applicant for the winding up order must lodge with the Official Receiver and the Registrar of Companies notice of — ( a ) the order and the date of the order; and ( b ) the name and address of the liquidator. (2) The applicant for the winding up order must, within 7 days after the passing and entering of the winding up order — ( a ) lodge a copy of the order with the Official Receiver and the Registrar of Companies; ( b ) cause a copy of the order to be served upon the secretary of the company or upon such other person or in such manner as the Court directs; and ( c ) deliver a copy of the order to the liquidator with a statement that the requirements of this subsection have been complied with. (3) If default is made in complying with subsection (1) or (2), the applicant for the winding up order 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.


document_id: irda-2018
provision_ref: s133
chapter: PART 8 - WINDING UP
section: 133
title: Effect of winding up order
content:
133. —(1) When a winding up order has been made or a provisional liquidator has been appointed, no action or proceeding may be proceeded with or commenced against the company except — ( a ) by the permission of the Court; and [Act 25 of 2021 wef 01/04/2022] ( b ) in accordance with such terms as the Court may impose. (2) Subject to section 198, an order for winding up a company operates in favour of all the creditors and contributories of the company as if made on the joint application of a creditor and of a contributory. Subdivision (2) &#x2014; Liquidators


document_id: irda-2018
provision_ref: s134
chapter: PART 8 - WINDING UP
section: 134
title: Appointment, style, etc., of liquidators
content:
134. The following provisions with respect to liquidators have effect on a winding up order being made: ( a ) the Court may appoint a licensed insolvency practitioner or, if the Official Receiver consents, the Official Receiver, to be the liquidator; ( b ) at any time when the Official Receiver is the liquidator of the company, the Official Receiver may summon separate meetings of the creditors and contributories of the company for the purpose of determining whether or not an application is to be made to the Court for appointing a liquidator in the place of the Official Receiver; ( c ) the Court may make any appointment and order required to give effect to any determination mentioned in paragraph ( b ), and, if there is a difference between the determinations of the meetings of the creditors and contributories in respect of the matter mentioned in paragraph ( b ), the Court must decide the difference and make such order on the difference as the Court thinks fit; ( d ) in a case where a winding up order is made under section 125(1)( n ) on the ground that the company is being used for purposes against national security or interest, the Official Receiver must be the liquidator of the company; ( e ) any vacancy in the office of a liquidator appointed by the Court must be filled by the Court, and, pending the appointment of a replacement liquidator by the Court, the Official Receiver is by virtue of the Official Receiver’s office the liquidator during such vacancy; ( f ) where the Official Receiver is the provisional liquidator or liquidator of the company, including where the Official Receiver is the liquidator under paragraph ( e ), the Official Receiver may, at any time, appoint one or more licensed insolvency practitioners to act as the provisional liquidator or liquidator in place of the Official Receiver; ( g ) the appointment of any licensed insolvency practitioner appointed as a provisional liquidator or liquidator under paragraph ( f ) does not take effect until that person agrees to be appointed as a provisional liquidator or liquidator of the company; ( h ) a liquidator must be described, where a person other than the Official Receiver is liquidator, by the style of “the liquidator”, and, where the Official Receiver is liquidator, by the style of “the Official Receiver and liquidator”, of the particular company in respect of which the liquidator is appointed, and not by the liquidator’s individual name.


document_id: irda-2018
provision_ref: s135
chapter: PART 8 - WINDING UP
section: 135
title: Nomination and consent of liquidator
content:
135. —(1) Subject to subsections (3) and (4), when making a winding up application, the applicant must nominate in writing a licensed insolvency practitioner to be appointed liquidator. (2) Before the hearing of the winding up application, the applicant or the applicant’s solicitor must obtain and file the written consent of the licensed insolvency practitioner to being nominated. (3) The applicant may nominate the Official Receiver to be appointed as liquidator if — ( a ) the applicant has taken reasonable steps, but is unable, to obtain the consent of a licensed insolvency practitioner to be appointed as liquidator; and ( b ) the Official Receiver consents to being nominated to be appointed as liquidator. (4) Where the winding up application is made under section 125(1)( n ) on the ground that the company is being used for purposes against national security or interest, the applicant must nominate the Official Receiver to be liquidator.


document_id: irda-2018
provision_ref: s136
chapter: PART 8 - WINDING UP
section: 136
title: Provisions where person other than Official Receiver is appointed liquidator
content:
136. Where, in the winding up of a company by the Court, a person other than the Official Receiver is appointed liquidator, that person — ( a ) is not capable of acting as liquidator until that person has notified the Registrar of Companies of the appointment and has given security in the prescribed manner to the satisfaction of the Official Receiver; and ( b ) must give the Official Receiver such information, such access to and facilities for inspecting the books and documents of the company, and generally such aid, as may be required for enabling the Official Receiver to perform the Official Receiver’s duties under this Act.


document_id: irda-2018
provision_ref: s137
chapter: PART 8 - WINDING UP
section: 137
title: Control of liquidators by Official Receiver
content:
137. —(1) Where, in the winding up of a company by the Court, a person other than the Official Receiver is the liquidator, the Official Receiver is to take cognizance of the liquidator’s conduct, and if — ( a ) the liquidator does not faithfully perform the liquidator’s duties or duly observe all the requirements imposed on the liquidator by any written law or otherwise with respect to the performance of the liquidator’s duties; or ( b ) any complaint is made to the Official Receiver by any creditor or contributory in relation to the liquidator’s conduct, the Official Receiver must inquire into the matter and take such action thereon as the Official Receiver thinks expedient. (2) The Official Receiver may — ( a ) at any time require any liquidator of a company that is being wound up by the Court to answer any inquiry in relation to any winding up in which the liquidator is engaged; and ( b ) if the Official Receiver thinks fit, apply to the Court to examine the liquidator or any other person on oath concerning the winding up. (3) The Official Receiver may also direct an investigation to be made of the books and vouchers of any liquidator of a company that is being wound up by the Court.


document_id: irda-2018
provision_ref: s138
chapter: PART 8 - WINDING UP
section: 138
title: Provisional liquidator
content:
138. —(1) The Court may appoint the Official Receiver or a licensed insolvency practitioner provisionally as a liquidator at any time after the making of a winding up application and before the making of a winding up order, and the provisional liquidator has and may exercise all the functions and powers of a liquidator, subject to such limitations and restrictions as may be prescribed by regulations or as the Court may specify in the order. (2) An order appointing a provisional liquidator under subsection (1) must — ( a ) be in the prescribed form; ( b ) state the nature and give a short description of the property of which the provisional liquidator is ordered to take possession; and ( c ) state the duties to be performed by the provisional liquidator. (3) Before the hearing of the application for the appointment of a provisional liquidator, the applicant or the applicant’s solicitor must obtain and file the consent in writing of the Official Receiver or licensed insolvency practitioner (as the case may be) to act as provisional liquidator.


document_id: irda-2018
provision_ref: s139
chapter: PART 8 - WINDING UP
section: 139
title: General provisions as to liquidators
content:
139. —(1) A liquidator appointed by the Court may resign or on cause shown be removed by the Court. (2) A provisional liquidator, other than the Official Receiver, is entitled to receive such salary or remuneration by way of percentage or otherwise as is determined by the Court. (3) A liquidator, other than the Official Receiver, is entitled to receive such salary or remuneration by way of percentage or otherwise as is determined — ( a ) by agreement between the liquidator and the committee of inspection, if any; ( b ) failing such agreement, or where there is no committee of inspection, by a resolution passed, at a meeting of creditors convened in accordance with subsection (4), by a majority of not less than 75% in value and 50% in number of the creditors present and voting (in person or by proxy) at the meeting and whose debts have been admitted for the purpose of voting; or ( c ) failing a determination in a manner mentioned in paragraph ( a ) or ( b ), by the Court. (4) A meeting mentioned in subsection (3)( b ) must be convened by the liquidator by a notice to each creditor, to which notice must be attached a statement of all receipts and expenditure by the liquidator and the amount of remuneration sought by the liquidator. (5) Where the salary or remuneration of a liquidator is determined in the manner specified in subsection (3)( a ), the Court may, on the application of a member or members whose shareholding or shareholdings represents or represent in the aggregate not less than 10% of the issued capital of the company (excluding treasury shares), confirm or vary the determination. (6) Where the salary or remuneration of a liquidator is determined in the manner specified in subsection (3)( b ), the Court may, on the application of the liquidator or a member or members mentioned in subsection (5), confirm or vary the determination. (7) Subject to any order of the Court, the Official Receiver when acting as a liquidator or provisional liquidator of a company is entitled to receive such salary or remuneration by way of percentage or otherwise as is prescribed. (8) If more than one liquidator is appointed by the Court, the Court must declare whether anything by this Act required or authorised to be done by the liquidator is to be done by all or any one or more of the persons appointed. (9) Subject to this Act, the acts of a liquidator are valid despite any defects that may be discovered in the liquidator’s appointment or qualification after those acts. (10) In subsection (5), the reference to “treasury shares” includes a reference to shares held by a subsidiary under section 21(4B) or (6C) of the Companies Act 1967.


document_id: irda-2018
provision_ref: s140
chapter: PART 8 - WINDING UP
section: 140
title: Custody and vesting of company’s property
content:
140. —(1) Where a winding up order has been made or a provisional liquidator has been appointed, the liquidator or provisional liquidator must take into his or her custody or under his or her control all the property and things in action to which the company is or appears to be entitled. (2) The Court may, on the application of the liquidator, by order direct that all or any part of the property of whatever description belonging to the company, or held by trustees on its behalf, vests in the liquidator. (3) Upon the making of an order under subsection (2) — ( a ) the property to which the order relates vests in the liquidator; and ( b ) the liquidator may, after giving such indemnity (if any) as the Court directs, bring or defend any action or other legal proceeding that relates to that property, or that is necessary to be brought or defended for the purpose of effectually winding up the company and recovering the property of the company. (4) Where an order is made under subsection (2), every liquidator of a company in relation to which the order is made must lodge within 7 days after the making of the order — ( a ) a copy of the order with the Registrar of Companies; and ( b ) where the order relates to land, a copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land, and every liquidator who defaults in complying with this subsection shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty. (5) No order made under subsection (2) has any effect or operation in transferring or otherwise vesting land until an appropriate entry or memorandum of the order is made by or with the appropriate authority.


document_id: irda-2018
provision_ref: s141
chapter: PART 8 - WINDING UP
section: 141
title: Statement of company’s affairs to be submitted to Official Receiver
content:
141. —(1) There must be made out and verified in the prescribed form and manner and submitted to the Official Receiver or the liquidator, as the case requires, a statement as to the affairs of the company as at the date of the winding up order showing — ( a ) the particulars of the company’s assets, debts and liabilities; ( b ) the names and addresses of the company’s creditors; ( c ) the securities held by the company’s creditors respectively; ( d ) the dates when the securities mentioned in paragraph ( c ) were respectively given; and ( e ) such further information as is prescribed or as the Official Receiver or the liquidator requires. (2) The statement must be submitted by — ( a ) all of the following persons: (i) one or more of the persons who are, at the date of the winding up order, directors; (ii) the secretary of the company; or ( b ) such of the following persons as the Official Receiver or the liquidator, subject to the direction of the Court, requires: (i) any person who is or has been an officer of the company; (ii) any person who has taken part in the formation of the company at any time within one year before the date of the winding up order. (3) The statement must be submitted within 14 days after the date of the winding up order or within such extended time as the Official Receiver or the liquidator or the Court for special reasons specifies, and the Official Receiver or the liquidator must within 7 days after receiving the statement — ( a ) cause a copy of the statement to be filed with the Court and lodged with the Registrar of Companies; and ( b ) where the Official Receiver is not the liquidator, cause a copy of the statement to be lodged with the Official Receiver. (4) Any person making the statement required by this section or a statement of concurrence under section 142(1) may, subject to the regulations, be allowed, and be paid, out of the assets of the company, such costs and expenses incurred in and about the preparation and making of that statement as the Official Receiver or the liquidator considers reasonable, subject to an appeal to the Court. (5) Every person who, without reasonable excuse, defaults in complying with the requirements of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 12 months or to both and also to a default penalty. (6) Any person stating himself or herself, in writing, to be a creditor of the company may — ( a ) personally or by agent inspect the statement of affairs filed under this section at all reasonable times; and ( b ) upon payment of the prescribed fee, take any copy of the statement of affairs or extract from the statement of affairs. (7) Any person untruthfully stating himself or herself to be a creditor under subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both.


document_id: irda-2018
provision_ref: s142
chapter: PART 8 - WINDING UP
section: 142
title: Statements of concurrence
content:
142. —(1) Where a statement of affairs has been submitted to the Official Receiver or the liquidator, the Official Receiver or the liquidator (as the case may be) may require any of the persons mentioned in section 141(2) to submit a statement of concurrence verified by affidavit, stating that the person concurs in the statement of affairs. (2) A statement of concurrence made under subsection (1) may be qualified in respect of matters dealt with in the statement of affairs, where the maker of the statement of concurrence — ( a ) is not in agreement with the persons making the statement of affairs; ( b ) considers the statement of affairs to be erroneous or misleading; or ( c ) is without the direct knowledge necessary for concurring in the statement of affairs. (3) Every statement of concurrence must be submitted to the Official Receiver or the liquidator (as the case may be) within 14 days after a request to submit the statement of concurrence or within such extended time as the Official Receiver or the liquidator or the Court may specify. (4) Where the Official Receiver is not the liquidator, a copy of the statement of concurrence must be lodged with the Official Receiver.


document_id: irda-2018
provision_ref: s143
chapter: PART 8 - WINDING UP
section: 143
title: Report by liquidator
content:
143. —(1) The liquidator must as soon as practicable after receipt of the statement of affairs submit a preliminary report to the Court or, if the liquidator is not the Official Receiver, to the Official Receiver — ( a ) as to the amount of capital of the company issued, subscribed and paid up and the estimated amount of assets and liabilities; ( b ) if the company has failed, as to the causes of the failure; and ( c ) whether, in the liquidator’s opinion, further inquiry is desirable as to any matter relating to the promotion, formation or failure of the company or the conduct of the business of the company. (2) The liquidator may also, if the liquidator thinks fit, make further reports to the Court or, if the liquidator is not the Official Receiver, to the Official Receiver — ( a ) stating the manner in which the company was formed, and whether in the liquidator’s opinion any fraud has been committed, or any material fact has been concealed, by any person in the promotion or formation of the company, or by any officer in relation to the company since the formation of the company; ( b ) stating whether any officer of the company has contravened or failed to comply with any of the provisions of this Act or the Companies Act 1967; and ( c ) specifying any other matter that in the liquidator’s opinion is desirable to bring to the notice of the Court.


document_id: irda-2018
provision_ref: s144
chapter: PART 8 - WINDING UP
section: 144
title: Powers of liquidator
content:
144. —(1) The liquidator may, after authorisation by either the Court or the committee of inspection — ( a ) carry on the business of the company so far as is necessary for the beneficial winding up of the company, but such authorisation is not necessary to so carry on the business of the company during the 4 weeks immediately after the date of the winding up order; ( b ) subject to section 203, pay any class of creditors in full; ( c ) make any compromise or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages, against the company, or by which the company may be rendered liable; ( d ) compromise any calls and liabilities to calls, debts and liabilities capable of resulting in debts, and any claims, present or future, certain or contingent, ascertained or sounding only in damages, subsisting, or supposed to subsist, between the company and a contributory or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets or the winding up of the company, on such terms as are agreed, and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect of any such call, debt, liability or claim; ( e ) bring or defend any action or other legal proceeding in the name and on behalf of the company; ( f ) appoint a solicitor — (i) to assist the liquidator in the liquidator’s duties; or (ii) to bring or defend any action or legal proceeding in the name and on behalf of the company; and ( g ) assign, in accordance with the regulations, the proceeds of an action arising under section 224, 225, 228, 238, 239 or 240. (2) The liquidator may — ( a ) compromise any debt due to the company, other than calls and liabilities to calls and other than a debt where the amount claimed by the company to be due to it exceeds the prescribed amount; ( b ) sell the immovable and movable property and things in action of the company by public auction, public tender or private contract, with power to transfer the whole of the immovable and movable property and things in action of the company to any person or company or to sell the same in parcels; ( c ) do all acts and execute in the name and on behalf of the company all deeds, receipts and other documents, and for that purpose use when necessary the company’s seal, if any; ( d ) prove, rank and claim in the bankruptcy under any law of any contributory or debtor for any balance against the estate of the contributory or debtor, and receive dividends in the bankruptcy in respect of that balance as a separate debt due from the contributory or debtor; ( e ) draw, accept, make and indorse any bill of exchange or promissory note in the name and on behalf of the company with the same effect with respect to the liability of the company as if the bill or note had been drawn, accepted, made or indorsed by or on behalf of the company in the course of its business; ( f ) raise on the security of the assets of the company any money required; ( g ) take out letters of administration of the estate of any deceased contributory or debtor, and do any other act necessary for obtaining payment of any money due from a contributory or debtor or the estate of the contributory or debtor which cannot be conveniently done in the name of the company, and in all such cases the money due is, for the purposes of enabling the liquidator to take out the letters of administration or recover the money, deemed due to the liquidator himself or herself; ( h ) appoint an agent to do any business which the liquidator is unable to do himself or herself; and ( i ) do all such other things as are necessary for winding up the affairs of the company and distributing its assets. (3) The exercise by the liquidator of the powers conferred by this section is subject to the control of the Court, and any creditor or contributory may apply to the Court with respect to any exercise or proposed exercise of any of those powers.


document_id: irda-2018
provision_ref: s145
chapter: PART 8 - WINDING UP
section: 145
title: Exercise and control of liquidator’s powers
content:
145. —(1) Subject to this Part and Parts 9, 10 and 11, the liquidator must, in the administration of the assets of the company and in the distribution of the assets of the company among the creditors of the company, have regard to any directions given by resolution of the creditors or contributories at any general meeting or by the committee of inspection, and any directions so given by the creditors or contributories, in case of conflict, override any directions given by the committee of inspection. (2) The liquidator — ( a ) may summon general meetings of the creditors or contributories for the purpose of ascertaining their wishes; and ( b ) must summon meetings — (i) at such times as the creditors or contributories by resolution direct; or (ii) whenever requested in writing to do so by not less than 10% in value of the creditors or contributories. (3) The liquidator may apply to the Court for directions in relation to any particular matter arising under the winding up. (4) Subject to this Part, the liquidator must use the liquidator’s own discretion in the management of the affairs and property of the company and the distribution of the assets of the company.


document_id: irda-2018
provision_ref: s146
chapter: PART 8 - WINDING UP
section: 146
title: Payment by liquidator into bank
content:
146. —(1) Every liquidator must, in the manner and at the times prescribed by the regulations, pay the money received by the liquidator into such bank account as is prescribed by those regulations or as is specified by the Court. (2) If any liquidator retains for more than 10 days a sum exceeding $1,000, or such other amount as the Court in any particular case authorises the liquidator to retain, then, unless the liquidator explains the retention to the satisfaction of the Court, the liquidator must pay interest on the amount so retained in excess, computed starting on the expiration of those 10 days until the liquidator has complied with subsection (1), at the rate of 20% per annum, and is liable — ( a ) to disallowance of all or such part of the liquidator’s remuneration as the Court thinks just; ( b ) to be removed from office by the Court; and ( c ) to pay any expenses occasioned by reason of the default. (3) Any liquidator who pays any sums received as liquidator into any bank or account other than the bank or account prescribed or specified under subsection (1) shall be guilty of an offence.


document_id: irda-2018
provision_ref: s147
chapter: PART 8 - WINDING UP
section: 147
title: Release of liquidators and dissolution of company
content:
147. When the liquidator — ( a ) has realised all the property of the company, or so much of the property of the company as can in the liquidator’s opinion be realised, without needlessly protracting the liquidation, and has distributed a final dividend (if any) to the creditors and adjusted the rights of the contributories among themselves and made a final return (if any) to the contributories; or ( b ) has resigned or has been removed from office, the liquidator may apply to the Court — ( c ) for an order that the liquidator be released; or ( d ) for an order that the liquidator be released and that the company be dissolved.


document_id: irda-2018
provision_ref: s148
chapter: PART 8 - WINDING UP
section: 148
title: Final account and dissolution
content:
148. —(1) Before a liquidator makes an application to the Court under section 147, the liquidator must call a meeting of the company and the creditors for the purpose of laying before them an account showing how the winding up has been conducted and the property of the company has been disposed of and giving any explanation of the account. (2) The meeting must be called by an advertisement, published in the Gazette and at least one English local daily newspaper — ( a ) which must specify the time, place and object of the meeting; ( b ) which must be published at least 30 days before the meeting; and ( c ) a copy of which must be sent to the Official Receiver within 7 days after the publication of the advertisement. (3) The liquidator must within 7 days after the meeting lodge with the Registrar of Companies and the Official Receiver a return of the holding of the meeting and of its date, with a copy of the account attached to that return. (4) Any liquidator who fails to comply with subsection (3) 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. (5) The quorum at the meeting of the company and the creditors is 2 members and 2 creditors. (6) If a quorum is not present at the meeting, the liquidator must (in lieu of the return mentioned in subsection (3)) lodge a return (with a copy of the account attached) that — ( a ) the meeting was duly summoned; and ( b ) no quorum was present at the meeting. (7) Upon the lodgment of a return under subsection (6), the requirement to lodge a return under subsection (3) is deemed to have been complied with.


document_id: irda-2018
provision_ref: s149
chapter: PART 8 - WINDING UP
section: 149
title: As to orders for release or dissolution
content:
149. —(1) Where an order is made that the company be dissolved, the company is from the date of the order dissolved. (2) The Court — ( a ) may cause a report on the accounts of a liquidator, not being the Official Receiver, to be prepared by the Official Receiver or by a public accountant appointed by the Court; ( b ) must take into consideration the report and any objection which is urged by the Official Receiver, auditor or any creditor or contributory or other person interested against the release of the liquidator; and ( c ) must either grant or withhold the release of the liquidator accordingly. (3) Where the release of a liquidator is withheld, the Court may, on the application of any creditor or contributory or person interested, make such order as the Court thinks just charging the liquidator with the consequences of any act or default which the liquidator may have done or made contrary to the liquidator’s duty. (4) An order of the Court releasing the liquidator discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the affairs of the company or otherwise in relation to his or her conduct as liquidator, but any such order may be revoked on proof that the order was obtained by fraud or by suppression or concealment of any material fact. (5) Where the liquidator has not previously resigned or been removed, his or her release operates as a removal from office. (6) Where the Court has made an order — ( a ) that the liquidator be released; or ( b ) that the liquidator be released and that the company be dissolved, a copy of the order must, within 14 days after the making of the order, be lodged by the liquidator with the Registrar of Companies and with the Official Receiver, respectively, and a liquidator who defaults in complying with the requirements of this subsection 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. Subdivision (3) &#x2014; Committees of inspection


document_id: irda-2018
provision_ref: s150
chapter: PART 8 - WINDING UP
section: 150
title: Meetings to determine whether committee of inspection to be appointed
content:
150. —(1) The liquidator may, and must if requested by any creditor or contributory, summon separate meetings of the creditors and contributories for the purpose of determining — ( a ) whether or not the creditors or contributories require the appointment of a committee of inspection to act with the liquidator; and ( b ) if they so require, who are to be members of the committee. (2) If there is a difference between the determinations of the meetings of the creditors and contributories, the Court is to decide the difference and may make such order as the Court thinks fit.


document_id: irda-2018
provision_ref: s151
chapter: PART 8 - WINDING UP
section: 151
title: Constitution and proceedings of committee of inspection
content:
151. —(1) The committee of inspection must consist of creditors and contributories of the company, or persons holding — ( a ) general powers of attorney from creditors or contributories; or ( b ) special authorities from creditors or contributories authorising the persons named in those special authorities to act on such a committee, being creditors, contributories or persons (as the case may be) appointed by the meetings of creditors and contributories in such proportions as are agreed or, in case of difference, as are determined by the Court. (2) The committee of inspection may meet at such times and places as it may from time to time appoint, and the liquidator or any member of the committee may also call a meeting of the committee as he or she thinks necessary. (3) The committee of inspection may act by a majority of its members present at a meeting, but must not act unless a majority of the committee is present. (4) A member of the committee of inspection may resign by notice in writing signed by him or her and delivered to the liquidator. (5) The office of a member of the committee of inspection becomes vacant if — ( a ) the member becomes bankrupt; ( b ) the member assigns his or her estate for the benefit of his or her creditors; ( c ) the member makes an arrangement with his or her creditors under this Act; or ( d ) the member is absent from 5 consecutive meetings of the committee without the permission of the other members of the committee who represent the creditors (where the member represents creditors) or the contributories (where the member represents contributories). [Act 25 of 2021 wef 01/04/2022] (6) A member of the committee of inspection may be removed by an ordinary resolution at a meeting of creditors (where the member represents creditors), or of contributories (where the member represents contributories), if notice of the meeting has been given at least 7 days before the date of the meeting, stating the object of the meeting. (7) A vacancy in the committee of inspection may be filled by the appointment by the committee of the same or another creditor or contributory or person holding a general power of attorney or special authority as specified in subsection (1). (8) The liquidator may at any time of the liquidator’s own motion, and must within 7 days after the request in writing of a creditor or contributory, summon a meeting of creditors or of contributories, as the case requires, to consider any appointment made under subsection (7), and the meeting may confirm the appointment or revoke the appointment and appoint another creditor or contributory or person holding a general power of attorney or special authority as specified in subsection (1), as the case requires, in place of the person appointed under subsection (7). (9) The continuing members of the committee of inspection, if not less than 2, may act despite any vacancy in the committee. (10) In this section, “general power of attorney” includes a lasting power of attorney registered under the Mental Capacity Act 2008. Subdivision (4) &#x2014; General powers of Court


document_id: irda-2018
provision_ref: s152
chapter: PART 8 - WINDING UP
section: 152
title: Settlement of list of contributories and application of assets
content:
152. —(1) As soon as possible after making a winding up order, the Court must settle a list of contributories and cause the assets of the company to be collected and applied in discharge of the liabilities of the company. (2) After making a winding up order, the Court may rectify the register of members in all cases where rectification is required under this Part. (3) Despite subsection (1), where it appears to the Court that it is not necessary to make calls on or adjust the rights of contributories, the Court may dispense with the settlement of a list of contributories. (4) In settling the list of contributories, the Court must distinguish between persons who are contributories in their own right and persons who are contributories by reason of being representatives of others, or by reason of being liable for the debts of others. (5) The list of contributories, when settled, is prima facie evidence of the liabilities of the persons named in the list as contributories.


document_id: irda-2018
provision_ref: s153
chapter: PART 8 - WINDING UP
section: 153
title: Payment of debts due by contributory and extent to which set‑off allowed, etc.
content:
153. —(1) The Court may make an order directing any contributory (for the time being on the list of contributories) to pay to the company, in the manner directed by the order, any money due from the contributory or from the estate of the person whom the contributory represents, exclusive of any money payable by the contributory or that estate by virtue of any call under this Act or the Companies Act 1967, and may — ( a ) in the case of an unlimited company, allow the contributory to set off any money due to the contributory, or to the estate that the contributory represents, from the company on any independent dealing or contract, but not any money due to the contributory as a member of the company in respect of any dividend or profit; ( b ) in the case of a limited company, make to any director whose liability is unlimited, or to the estate of that director, the like allowance; and ( c ) in the case of any company, whether limited or unlimited, when all the creditors are paid in full, allow a contributory to set off any money due on any account to the contributory from the company against any subsequent call. (2) The Court may, either before or after it has ascertained the sufficiency of the assets of the company — ( a ) make calls on all or any of the contributories (for the time being on the list of contributories), to the extent of their liability, for payment of any money which the Court considers necessary — (i) to satisfy the debts and liabilities of the company and the costs, charges and expenses of winding up; and (ii) for the adjustment of the rights of the contributories among themselves; and ( b ) make an order for payment of any calls so made, and, in making a call, may take into consideration the probability that some of the contributories may partly or wholly fail to pay the call. (3) The Court may order any contributory, purchaser or other person from whom money is due to the company to pay the amount due into a bank, named in the order, to the account of the liquidator, instead of to the liquidator, and any such order may be enforced in the same manner as if the Court had directed payment to the liquidator. (4) All moneys and securities paid or delivered into any bank under this Division are subject in all respects to orders of the Court. (5) An order made by the Court under this section is, subject to any right of appeal, conclusive evidence that the money (if any) appearing under the order to be due or ordered to be paid is due, and all other pertinent matters stated in the order are taken to be truly stated as against all persons and in all proceedings.


document_id: irda-2018
provision_ref: s154
chapter: PART 8 - WINDING UP
section: 154
title: Appointment of special manager
content:
154. —(1) The liquidator may apply to the Court to appoint a special manager of the estate or business of a company (called in this section a special manager), if the liquidator is satisfied that the nature of the estate or business of the company, or the interests of the creditors or contributories generally, require the appointment of a special manager other than the liquidator. (2) The Court may appoint a special manager to act during such time as the Court directs with such powers, including any of the powers of a receiver or manager, as are entrusted to the special manager by the Court. (3) A special manager — ( a ) must give such security and account in such manner as the Court directs; ( b ) is to receive such remuneration as is fixed by the Court; ( c ) may at any time resign after giving not less than one month’s notice in writing to the liquidator of the special manager’s intention to resign; and ( d ) may on cause shown be removed by the Court.


document_id: irda-2018
provision_ref: s155
chapter: PART 8 - WINDING UP
section: 155
title: Claims of creditors and distribution of property
content:
155. —(1) The Court may fix a date on or before which creditors are to prove their debts or claims, or after which those creditors are excluded from the benefit of any distribution made before those debts or claims are proved. (2) The Court must adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled to the surplus. (3) The Court may, in the event the assets are insufficient to satisfy the liabilities, order the payment out of the assets of the costs, charges and expenses incurred in the winding up in such order of priority as the Court thinks fit.


document_id: irda-2018
provision_ref: s156
chapter: PART 8 - WINDING UP
section: 156
title: Inspection of books and papers by creditors and contributories
content:
156. The Court may make such order for inspection of the books and papers of the company by creditors and contributories as the Court thinks just, and any books and papers in the possession of the company may be inspected by creditors or contributories accordingly, but not further or otherwise.


document_id: irda-2018
provision_ref: s157
chapter: PART 8 - WINDING UP
section: 157
title: Power to arrest absconding contributory, director or former director
content:
157. The Court, at any time before or after making a winding up order, on proof of probable cause for believing that a contributory or a director or former director of the company is about to leave Singapore or otherwise to abscond or to remove or conceal any of his or her property for the purpose of evading payment of calls or of avoiding examination respecting the affairs of the company, may — ( a ) cause the contributory, director or former director to be arrested; and ( b ) cause the books and papers and movable personal property of the contributory, director or former director to be seized and safely kept until such time as the Court orders.


document_id: irda-2018
provision_ref: s158
chapter: PART 8 - WINDING UP
section: 158
title: Delegation to liquidator of certain powers of Court
content:
158. —(1) Subject to subsection (2), the Rules may provide for all or any of the powers and duties conferred and imposed on the Court by this Part or Part 9 in respect of — ( a ) the holding and conducting of meetings to ascertain the wishes of creditors and contributories; ( b ) the settling of lists of contributories, the rectifying of the register of members where required, and the collecting and applying of the assets; ( c ) the paying, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator; ( d ) the making of calls and the adjusting of the rights of contributories; and ( e ) the fixing of a time within which debts and claims must be proved, to be exercised or performed by the liquidator as an officer of the Court and subject to the control of the Court. (2) The liquidator — ( a ) must not, without the special permission of the Court, rectify the register of members; and [Act 25 of 2021 wef 01/04/2022] ( b ) must not make any call without either the special permission of the Court or the sanction of the committee of inspection. [Act 25 of 2021 wef 01/04/2022]


document_id: irda-2018
provision_ref: s159
chapter: PART 8 - WINDING UP
section: 159
title: Powers of Court cumulative
content:
159. —(1) Any powers conferred on the Court by this Act or the Companies Act 1967 are in addition to, and not in derogation of, any existing powers of instituting proceedings against any contributory or debtor of the company or the estate of any contributory or debtor for the recovery of any call or other sums. (2) Subject to the Rules, an appeal from any order or decision made or given in the winding up of a company lies in the same manner and subject to the same conditions as an appeal from any order or decision of the Court in cases within its ordinary jurisdiction. Division 3 &#x2014; Provisions applicable to voluntary winding up Subdivision (1) &#x2014; Preliminary


document_id: irda-2018
provision_ref: s160
chapter: PART 8 - WINDING UP
section: 160
title: Circumstances in which company may be wound up voluntarily
content:
160. —(1) A company may be wound up voluntarily — ( a ) when the period (if any) fixed for the duration of the company by the constitution of the company expires or, where the constitution of the company provides that the company is to be dissolved on the occurrence of an event, when that event happens, and the company in general meeting has passed a resolution requiring the company to be wound up voluntarily; or ( b ) if the company so resolves by special resolution. (2) A company must — ( a ) within 7 days after the passing of a resolution for voluntary winding up, lodge a copy of the resolution with the Registrar of Companies; and ( b ) within 10 days after the passing of the resolution, give notice of the resolution in the Gazette and at least one English local daily newspaper. (3) If the company fails to comply with subsection (2), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.


document_id: irda-2018
provision_ref: s161
chapter: PART 8 - WINDING UP
section: 161
title: Provisional liquidator and commencement of voluntary winding up
content:
161. —(1) Where the directors of a company have made and lodged with the Official Receiver a statutory declaration in the prescribed form, and have lodged a declaration in the prescribed form with the Registrar of Companies — ( a ) that the company cannot by reason of its liabilities continue its business; and ( b ) that meetings of the company and of its creditors have been summoned for a date within 30 days after the date of the declaration, the directors must immediately appoint a licensed insolvency practitioner to be the provisional liquidator. (2) Subject to section 171, a provisional liquidator has and may exercise all the functions and powers of a liquidator in a creditors’ winding up, subject to such limitations and restrictions as may be prescribed by regulations. (3) The appointment of a provisional liquidator under this section continues for 30 days after the date of the appointment of the provisional liquidator, or for such further period as the Official Receiver may allow in any particular case, or until the appointment of a liquidator, whichever first occurs. (4) Notice of the appointment of a provisional liquidator under this section, together with a copy of the statutory declaration lodged with the Official Receiver under subsection (1), must be advertised, within 14 days after the appointment of the provisional liquidator, in the Gazette and at least one English local daily newspaper. (5) A provisional liquidator is entitled to receive such salary or remuneration by way of percentage or otherwise as is prescribed. (6) A voluntary winding up commences — ( a ) where a provisional liquidator has been appointed before the resolution for voluntary winding up was passed, at the time when the declaration mentioned in subsection (1) was lodged with the Registrar of Companies; or ( b ) in any other case, at the time of the passing of the resolution for voluntary winding up.


document_id: irda-2018
provision_ref: s162
chapter: PART 8 - WINDING UP
section: 162
title: Effect of voluntary winding up
content:
162. —(1) The company must, starting on the commencement of the winding up, cease to carry on its business, except so far as is in the opinion of the liquidator required for the beneficial winding up of the company. (2) Despite anything to the contrary in the constitution of the company, the corporate state and corporate powers of the company continue until the company is dissolved. (3) Any transfer of shares, not being a transfer made to or with the sanction of the liquidator, and any alteration in the status of the members made after the commencement of the winding up, are void.


document_id: irda-2018
provision_ref: s163
chapter: PART 8 - WINDING UP
section: 163
title: Declaration of solvency
content:
163. —(1) Where it is proposed to wind up a company voluntarily pursuant to a members’ voluntary winding up, the directors of the company or, in the case of a company that has more than 2 directors, the majority of the directors must, before the date on which the notices of the meeting at which the resolution for the winding up of the company is to be proposed are sent out, make a declaration to the effect that — ( a ) they have made an inquiry into the affairs of the company; and ( b ) at a meeting of directors, they have formed the opinion that the company will be able to pay its debts in full within a period not exceeding 12 months after the commencement of the winding up. (2) There must be attached to the declaration a statement of affairs of the company showing, in the prescribed form — ( a ) the assets of the company and the total amount expected to be realised from those assets; ( b ) the liabilities of the company; and ( c ) the estimated expenses of the winding up, made up to the latest practicable date before the making of the declaration. (3) A declaration so made has no effect for the purposes of this Act unless it is — ( a ) made at the meeting of directors mentioned in subsection (1); ( b ) made within 5 weeks immediately before the passing of the resolution for voluntary winding up; and ( c ) lodged with the Registrar of Companies before the date on which the notices of the meeting at which the resolution for the winding up of the company is to be proposed are sent out. (4) A director, who makes a declaration under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full within the period stated in the declaration, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both. (5) If the company is wound up pursuant to a resolution for voluntary winding up passed within a period of 5 weeks after the making of the declaration, but its debts are not paid or provided for in full within the period stated in the declaration, it is to be presumed until the contrary is shown that the director did not have reasonable grounds for the opinion that the company will be able to pay its debts in full within the period stated in the declaration. Subdivision (2) &#x2014; Provisions applicable only to
members’ voluntary winding up


document_id: irda-2018
provision_ref: s164
chapter: PART 8 - WINDING UP
section: 164
title: Liquidator
content:
164. —(1) The company in general meeting must appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company, and may fix the remuneration to be paid to the liquidator or liquidators. (2) On the appointment of a liquidator, all the powers of the directors cease except so far as the liquidator, or the company in general meeting with the consent of the liquidator, approves the continuance of those powers. (3) The company may, in general meeting convened by any contributory by special resolution of which special notice has been given to the creditors and the liquidators, remove any liquidator. (4) No resolution under subsection (3) is effective to remove a liquidator if the Court, on the application of the liquidator or a creditor, has ordered that the liquidator not be removed. (5) If a vacancy occurs by death, resignation, removal or otherwise in the office of a liquidator, the company in general meeting may fill the vacancy by the appointment of a liquidator and fix the remuneration to be paid to the liquidator, and for that purpose a general meeting may be convened by any contributory, or, if there were 2 or more liquidators, by the continuing liquidators. (6) The meeting must be held in the manner provided by this Act, or by the constitution of the company, or in such manner as is, on application by any contributory or by the continuing liquidators, determined by the Court.


document_id: irda-2018
provision_ref: s165
chapter: PART 8 - WINDING UP
section: 165
title:
Duty of liquidator to call creditors’ meeting, and alternative provisions as to annual meetings, in case of insolvency

content:
165. —(1) If the liquidator is at any time of the opinion that the company will not be able to pay or provide for the payment of its debts in full within the period stated in the declaration made under section 163(1), the liquidator must immediately summon a meeting of the creditors and lay before the meeting a statement of the assets and liabilities of the company. (2) In summoning a meeting of creditors under subsection (1), the liquidator must — ( a ) summon the meeting for a day not later than 30 days after the day on which the liquidator formed that opinion under subsection (1); ( b ) send notices of the creditors’ meeting to the creditors not less than 7 days before the day on which that meeting is to be held; ( c ) cause notice of the creditors’ meeting to be advertised in the Gazette and at least one English local daily newspaper; and ( d ) during the period before the day on which the creditors’ meeting is to be held, furnish the creditors free of charge with such information concerning the affairs of the company as the creditors may reasonably require. (3) A notice summoning a meeting under subsection (1) must draw the attention of the creditors to — ( a ) the right conferred upon the creditors by subsection (2)( d ); and ( b ) the right conferred upon the creditors by subsection (5). (4) The statement of the assets and liabilities of the company mentioned in subsection (1) must show — ( a ) particulars of the company’s assets, debts and liabilities; ( b ) the names and addresses of the company’s creditors; ( c ) the securities held by the company’s creditors respectively; ( d ) the dates when the securities mentioned in paragraph ( c ) were respectively given; and ( e ) such further or other information as may be prescribed. (5) The creditors may, at the meeting summoned under subsection (1), appoint a person to be the liquidator for the purpose of winding up the affairs and distributing the assets of the company in place of the liquidator appointed by the company. (6) If the creditors appoint a person under subsection (5), the winding up is to proceed after the appointment as if the winding up were a creditors’ voluntary winding up. (7) Within 7 days after a meeting has been held under subsection (1), the liquidator or, if some other person has been appointed by the creditors to be the liquidator, the person so appointed must lodge with the Registrar of Companies and with the Official Receiver a notice in the prescribed form, and if default is made in complying with this subsection, the liquidator or the person so appointed (as the case may be) 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. (8) Where the liquidator has convened a meeting under subsection (1) and the creditors do not appoint a person to be the liquidator in place of the liquidator appointed by the company — ( a ) the winding up is to proceed after the meeting as if the winding up were a creditors’ voluntary winding up; but ( b ) the liquidator is not required to summon an annual meeting of creditors at the end of the first year after the commencement of the winding up, if the meeting held under subsection (1) was held less than 3 months before the end of that year. Subdivision (3) &#x2014; Provisions applicable only to
creditors’ voluntary winding up


document_id: irda-2018
provision_ref: s166
chapter: PART 8 - WINDING UP
section: 166
title: Meeting of creditors
content:
166. —(1) The company must cause a meeting of the creditors of the company to be summoned for the day, or the day next following the day, on which there is to be held the meeting of the company at which the resolution for voluntary winding up is to be proposed, and must cause the notices of the meeting of creditors to be sent to the creditors simultaneously with the sending of the notices of the meeting of the company. (2) The company must convene the meeting of the creditors at a time and place convenient to the majority in value of the creditors, and must — ( a ) send notice of the meeting to the creditors at least 10 days before the date of the meeting; and ( b ) send to each creditor, with the notice, a statement showing the names of all creditors and the amounts of their claims. (3) The company must cause notice of the meeting of the creditors to be advertised at least 7 days before the date of the meeting in the Gazette and at least one English local daily newspaper. (4) The directors of the company must — ( a ) cause a full statement of the company’s affairs showing in respect of assets the method and manner in which the valuation of the assets was arrived at, together with a list of the creditors and the estimated amount of their claims to be laid before the meeting of the creditors; and ( b ) appoint one of their number to attend the meeting. (5) The director appointed under subsection (4)( b ), and the secretary, must attend the meeting of the creditors and disclose to the meeting the company’s affairs and the circumstances leading up to the proposed winding up. (6) The creditors may appoint one of their number, or the director appointed under subsection (4)( b ), as the chairperson to preside at the meeting. (7) The chairperson must determine at the meeting whether the meeting has been held at a time and place convenient to the majority in value of the creditors, and the chairperson’s decision is final. (8) If the chairperson decides that the meeting has not been held at a time and place convenient to that majority, the meeting lapses and a further meeting must be summoned by the company as soon as is practicable. (9) If the meeting of the company is adjourned and the resolution for voluntary winding up is passed at an adjourned meeting, any resolution passed at the meeting of the creditors has effect as if the resolution had been passed immediately after the passing of the resolution for voluntary winding up. (10) If default is made in complying with this section, the company and any officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000.


document_id: irda-2018
provision_ref: s167
chapter: PART 8 - WINDING UP
section: 167
title: Liquidator
content:
167. —(1) The company must, and the creditors may at their respective meetings, nominate a person to be liquidator for the purpose of winding up the affairs and distributing the assets of the company, and if the creditors and the company nominate different persons, the person nominated by the creditors is to be liquidator, and if no person is nominated by the creditors, the person nominated by the company is to be liquidator. (2) Despite subsection (1), where different persons are nominated, any director, member or creditor may, within 7 days after the date on which the nomination was made by the creditors, apply to the Court for an order directing that the person nominated as liquidator by the company is to be liquidator instead of, or jointly with, the person nominated by the creditors. (3) The committee of inspection or, if there is no such committee, the creditors may fix the remuneration to be paid to the liquidator. (4) On the appointment of a liquidator, all the powers of the directors cease, except so far as the committee of inspection or, if there is no such committee, the creditors approve the continuance of those powers. (5) If a liquidator, other than a liquidator appointed by or by the direction of the Court, dies, resigns or otherwise vacates the office, the creditors may fill the vacancy and, for the purpose of filling the vacancy, a meeting of the creditors may be summoned by any 2 of their number.


document_id: irda-2018
provision_ref: s168
chapter: PART 8 - WINDING UP
section: 168
title: Liquidator’s right to request for statements of concurrence
content:
168. —(1) The liquidator may require any director who has not made the statement of affairs mentioned in section 166(4) to submit a statement of concurrence verified by affidavit, stating that that director concurs in the statement of affairs. (2) A statement of concurrence made under subsection (1) may be qualified in respect of matters dealt with in the statement of affairs, where the maker of the statement of concurrence — ( a ) is not in agreement with the persons making the statement of affairs; ( b ) considers the statement of affairs to be erroneous or misleading; or ( c ) is without the direct knowledge necessary for concurring in the statement of affairs. (3) Every person who makes a statement of concurrence under subsection (1) must submit the statement to the liquidator within 14 days after the request to submit the statement of concurrence, or within such extended time as the liquidator or the Court may specify.


document_id: irda-2018
provision_ref: s169
chapter: PART 8 - WINDING UP
section: 169
title: Committee of inspection
content:
169. —(1) The creditors at the meeting summoned under section 165(1) or 166(1) or at any subsequent meeting may, if they think fit, appoint a committee of inspection consisting of not more than 5 persons, whether creditors or not, and if such a committee is appointed, the company may, either at the meeting at which the resolution for voluntary winding up is passed or at any time subsequently in general meeting, appoint such number of persons (but not more than 5) as the company thinks fit to act as members of the committee. (2) Despite subsection (1) — ( a ) the creditors may, if they think fit, resolve that all or any of the persons so appointed by the company ought not to be members of the committee of inspection; ( b ) if the creditors so resolve under paragraph ( a ), the persons mentioned in the resolution are not, unless the Court otherwise directs, qualified to act as members of the committee; and ( c ) on any application to the Court under this subsection, the Court may, if the Court thinks fit, appoint other persons to act as such members in place of the persons mentioned in the resolution. (3) Subject to this section and the regulations, sections 150 and 151 relating to the proceedings of and vacancies in committees of inspection apply with respect to a committee of inspection appointed under this section.


document_id: irda-2018
provision_ref: s170
chapter: PART 8 - WINDING UP
section: 170
title: Property and proceedings
content:
170. —(1) Any attachment, sequestration, distress or enforcement order put in force against the estate or effects of the company after the commencement of a creditors’ voluntary winding up is, unless the Court otherwise orders, void. [Act 25 of 2021 wef 01/04/2022] (2) After the commencement of the winding up, no action or proceeding may be proceeded with or commenced against the company except by the permission of the Court and subject to such terms as the Court may impose. [Act 25 of 2021 wef 01/04/2022] Subdivision (4) &#x2014; Provisions applicable to
every voluntary winding up


document_id: irda-2018
provision_ref: s171
chapter: PART 8 - WINDING UP
section: 171
title: Powers of provisional liquidator prior to creditors’ meeting
content:
171. —(1) The powers conferred on a provisional liquidator by section 161 must not be exercised during the period before the holding of the meeting of the creditors under section 166, except with the sanction of the Court. (2) Subsection (1) does not apply in relation to the power of the provisional liquidator — ( a ) to take into his or her custody or under his or her control all the property to which the company is or appears to be entitled; ( b ) to dispose of perishable goods and other goods the value of which is likely to diminish if they are not immediately disposed of; and ( c ) to do all such other things as may be necessary for the protection of the company’s assets. (3) The provisional liquidator must attend the meeting of the creditors held under section 166 and must report to the meeting on any exercise by the provisional liquidator of his or her powers. (4) Any provisional liquidator who, without reasonable excuse, fails to comply with the requirements of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.


document_id: irda-2018
provision_ref: s172
chapter: PART 8 - WINDING UP
section: 172
title: Distribution of property of company
content:
172. Subject to the provisions of this Act as to preferential payments, the property of a company must, on its winding up, be applied pari passu in satisfaction of its liabilities and, subject to that application, must, unless the constitution of the company otherwise provides, be distributed among the members according to their rights and interests in the company.


document_id: irda-2018
provision_ref: s175
chapter: PART 8 - WINDING UP
section: 175
title: Review of liquidator’s remuneration
content:
175. Any member or creditor or the liquidator may at any time before the dissolution of the company apply to the Court to review the amount of the remuneration of the liquidator, and the decision of the Court is final and conclusive.


document_id: irda-2018
provision_ref: s176
chapter: PART 8 - WINDING UP
section: 176
title: Act of liquidator valid, etc.
content:
176. —(1) The acts of a liquidator are valid despite any defects that may afterwards be discovered in the liquidator’s appointment or qualification. (2) Any conveyance, assignment, transfer, mortgage, charge or other disposition of a company’s property made by a liquidator is, despite any defect or irregularity affecting the validity of the winding up or the appointment of the liquidator, valid in favour of any person taking such property bona fide and for value and without notice of such defect or irregularity. (3) Every person making or permitting any disposition of property to any liquidator is protected and indemnified in so doing, despite any defect or irregularity affecting the validity of the winding up or the appointment of the liquidator not then known to that person. (4) For the purposes of this section, a disposition of property is to be taken as including a payment of money.


document_id: irda-2018
provision_ref: s177
chapter: PART 8 - WINDING UP
section: 177
title: Powers and duties of liquidator
content:
177. —(1) The liquidator may — ( a ) in the case of a members’ voluntary winding up, with the approval of a special resolution of the company and, in the case of a creditors’ voluntary winding up, with the approval of the Court or the committee of inspection, exercise any of the powers given by section 144(1)( b ), ( c ), ( d ), ( e ), ( f ) and ( g ) to a liquidator in a winding up by the Court; ( b ) exercise any of the other powers by this Act given to the liquidator in a winding up by the Court; ( c ) exercise the power of the Court under this Act of settling a list of contributories, and the list of contributories is prima facie evidence of the liability of the persons named in the list to be contributories; ( d ) exercise the power of the Court of making calls; or ( e ) summon general meetings of the company for the purpose of obtaining the sanction of the company by special resolution in respect of any matter or for any other purpose the liquidator thinks fit. (2) The liquidator must pay the debts of the company and adjust the rights of the contributories among themselves. (3) When several liquidators are appointed, any power given by this Act may be exercised by such one or more of them as is determined at the time of their appointment, or in default of such determination by any number not less than 2.


document_id: irda-2018
provision_ref: s178
chapter: PART 8 - WINDING UP
section: 178
title: Power of liquidator to accept shares, etc., as consideration for sale of property of company
content:
178. —(1) Where it is proposed that the whole or part of the business or property of a company (called in this section the company) be transferred or sold to another corporation (called in this section the corporation), the liquidator of the company may, with the sanction of a special resolution of the company conferring either a general authority on the liquidator or an authority in respect of any particular arrangement — ( a ) receive in compensation or part compensation for the transfer or sale, any shares, debentures, policies or other like interests in the corporation for distribution among the members of the company; or ( b ) enter into any other arrangement under which the members of the company may, in lieu of or in addition to receiving cash, shares, debentures, policies or other like interests in the corporation, participate in the profits of or receive any other benefit from the corporation. (2) Any transfer, sale or arrangement mentioned in subsection (1) is binding on the members of the company. (3) If any member of the company expresses the member’s dissent to the resolution mentioned in subsection (1) in writing addressed to the liquidator and left at the registered office of the liquidator within 7 days after the passing of the resolution, the member may require the liquidator either — ( a ) to abstain from carrying the resolution into effect; or ( b ) to purchase the member’s interest at a price to be determined by agreement or by arbitration in the manner provided by this section. (4) If the liquidator elects to purchase the member’s interest, the purchase money must be paid before the company is dissolved and be raised by the liquidator in such manner as is determined by special resolution. (5) A special resolution is not invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but if an order for winding up the company by the Court is made within a year after the passing of the resolution, the resolution is not valid unless sanctioned by the Court. (6) For the purposes of an arbitration under this section, the Arbitration Act 2001 applies as if there were a submission for reference to 2 arbitrators, one to be appointed by each party, and the appointment of an arbitrator may be made under the hand of the liquidator or, if there is more than one liquidator, under the hands of any 2 or more of the liquidators. (7) The Court may give any directions necessary for the initiation and conduct of an arbitration under this section, and such direction is binding on the parties. (8) In the case of a creditors’ voluntary winding up, the powers of the liquidator under this section must not be exercised except with the approval of the Court or the committee of inspection.


document_id: irda-2018
provision_ref: s179
chapter: PART 8 - WINDING UP
section: 179
title: Annual meeting of members and creditors
content:
179. —(1) If the winding up continues for more than one year, the liquidator must — ( a ) summon a general meeting of the company (in the case of a members’ voluntary winding up), or of the company and the creditors (in the case of a creditors’ voluntary winding up), at the end of the first year after the commencement of the winding up and at the end of, or not more than 3 months after the end of, each succeeding year; and ( b ) lay before the meeting an account of the liquidator’s acts and dealings, and of the conduct of the winding up during the preceding year. (2) The liquidator must cause the notices of the meeting of creditors to be sent to the creditors simultaneously with the sending of the notices of the meeting of the company. (3) Every liquidator who fails to comply with this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.


document_id: irda-2018
provision_ref: s180
chapter: PART 8 - WINDING UP
section: 180
title: Final account and dissolution
content:
180. —(1) As soon as the affairs of the company are fully wound up, the liquidator must — ( a ) make up an account showing how the winding up has been conducted and the property of the company has been disposed of; and ( b ) upon doing so, call a general meeting of the company or, in the case of a creditors’ voluntary winding up, a meeting of the company and the creditors, for the purpose of laying before the meeting the account and giving any explanation of the account. (2) The meeting must be called by an advertisement — ( a ) which must be published in the Gazette and at least one English local daily newspaper; ( b ) which must specify the time, place and object of the meeting; ( c ) which must be published at least 30 days before the meeting; and ( d ) a copy of which must be sent to the Official Receiver within 7 days after the publication of the advertisement. (3) The liquidator must within 7 days after the meeting lodge with the Registrar of Companies and the Official Receiver — ( a ) a return of the holding and date of the meeting, with a copy of the account attached to the return; or ( b ) if a quorum is not present at the meeting, a return (with account attached) that the meeting was duly summoned and that no quorum was present at the meeting. (4) Any liquidator who fails to comply with subsection (3) 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. (5) The quorum at a meeting of the company is 2 members and at a meeting of the company and the creditors is 2 members and 2 creditors. (6) On the expiration of 3 months after the lodging of the return with the Registrar of Companies and with the Official Receiver, the company is dissolved. (7) Despite subsection (6), the Court may, on the application of the liquidator or of any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the Court thinks fit. (8) The person on whose application an order of the Court under this section is made must, within 14 days after the making of the order, lodge with the Registrar of Companies and with the Official Receiver a copy of the order, and if the person fails to do so, the person 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. (9) Any liquidator who fails to call a meeting as required by this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.


document_id: irda-2018
provision_ref: s181
chapter: PART 8 - WINDING UP
section: 181
title: Application to Court to have questions determined or powers exercised
content:
181. —(1) The liquidator or any creditor or contributory may apply to the Court — ( a ) to determine any question arising in the winding up of a company; or ( b ) to exercise all or any of the powers that the Court might exercise if the company were being wound up by the Court. (2) The Court, if satisfied that the determination of the question or the exercise of power is just and beneficial, may — ( a ) accede wholly or partially to any such application on such terms and conditions as the Court thinks fit; or ( b ) make such other order on the application as the Court thinks just.


