Singapore legislation
Clause 257
Clause 257
Declaration of solvency
(1)
Where it is proposed to wind up a company voluntarily the directors of the company, or in the case of a company having more than two directors, the majority of the directors may, 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 written declaration to the effect that they have made an inquiry into the affairs of the company, and that at a meeting of directors have formed the opinion that the company will be able to pay its debts in full within a period not exceeding twelve months after the commencement of the winding up.[U.K.s. 283.][Aust. s. 257.]
(2)
There shall be attached to the declaration a statement of affairs of the company showing, in the prescribed form —
the assets of the company and the total amount expected to be realized therefrom;
the liabilities of the company; and
the estimated expenses of winding up,made up to the latest practicable date before the making of the declaration.
(3)
A declaration so made shall have no effect for the purposes of this Act unless it is —
made at the meeting of directors referred to in subsection (1) of this section;
made within five weeks immediately preceding the passing of the resolution for voluntary winding up; and
lodged with the Registrar 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 under this Act and shall be liable on conviction to imprisonment for a term not exceeding twelve months or to a fine not exceeding two thousand five hundred dollars or to both such imprisonment and fine.
(5)
If the company is wound up in pursuance of a resolution for voluntary winding up passed within a period of five 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 shall be presumed until the contrary is shown that the director did not have reasonable grounds for his opinion.