Singapore legislation
Section 209
Section 209
Early dissolution of company administered by Official Receiver when Official Receiver is liquidator
(1)
This section applies where —
a company is being wound up;
the Official Receiver is acting as liquidator; and
the Official Receiver has reasonable cause to believe that —
the realisable assets of the company are insufficient to cover the expenses of the winding up; and
the affairs of the company do not require any further investigation.
(2)
Where this section applies, the Official Receiver may give a notice that, at the expiration of 30 days after the date of that notice, the name of the company mentioned in that notice will be struck off the register by the Registrar of Companies, and the company will be dissolved, unless —
action is taken in accordance with subsection (6) for the appointment of a liquidator other than the Official Receiver for the purposes of continuing the liquidation; or
an order is made under section 211(4) that the name of the company not be struck off the register and that the company not be dissolved.
(3)
Subject to subsections (4) and (5), a notice under subsection (2) must —
be given to —
all the creditors who have filed proofs of debt, and whose proofs have not been rejected;
every person who, to the knowledge of the Official Receiver, claims to be a creditor of the company, and has not filed a proof of debt;
every person mentioned in the statement of affairs as a creditor who has not filed a proof of debt;
any receiver or manager of the company; and
all the contributories of the company; and
be advertised in at least one English local daily newspaper.
(4)
The Official Receiver may apply to the Court for an order that the notice under subsection (2) need not be given to the persons mentioned in subsection (3)(a).
(5)
The Court must not make an order under subsection (4) unless the Court is satisfied that the cost of giving the notice under subsection (2) to the persons mentioned in subsection (3)(a) will be excessive, having regard to —
the realisable assets of the company; and
the likelihood that the advertisement mentioned in subsection (3)(b) will be sufficient to bring the notice to the attention of the persons mentioned in subsection (3)(a).
(6)
The Official Receiver must allow any creditor, contributory or receiver or manager mentioned in subsection (3)(a) to take any necessary action, before the expiry of the period of 30 days after the date of the notice mentioned in subsection (2), for the appointment of a liquidator other than the Official Receiver for the purposes of continuing the liquidation.
(7)
Upon the giving of the notice under subsection (2), the Official Receiver (subject to any order given under section 210) ceases to be required to perform any duty imposed on the Official Receiver in relation to the company, its creditors or contributories by virtue of any provision of this Act, except for any duty under section 212 or 213.
(8)
At the expiration of the period of 30 days mentioned in subsection (2), the Official Receiver may lodge with the Registrar of Companies a notice to strike the name of the company off the register, unless —
action is taken in accordance with subsection (6) for the appointment of a liquidator other than the Official Receiver for the purposes of continuing the liquidation; or
an order is made under section 211(4) that the name of the company not be struck off the register and that the company not be dissolved.
(9)
Upon receiving the notice mentioned in subsection (8), the Registrar of Companies must publish a notice of the striking off of the company in the Gazette.
(10)
On the publication in the Gazette of the notice mentioned in subsection (9) —
the company is dissolved; but(b)the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved.
(11)
In this section and sections 210 and 211, “receiver or manager” means —
a receiver or manager of the whole, or substantially the whole, of a company’s property appointed by or on behalf of the holders of any debentures of the company secured by a charge which, as created, was a floating charge, or by such a charge and one or more other securities; or
a person who would be such a receiver or manager but for the appointment of some other person as the receiver of part of the company’s property.