Clause 30

A company may, in accordance with the provisions of this Part, be wound up voluntarily under the simplified winding up programme if —

the company resolves by special resolution in general meeting authorising its entry into the simplified winding up programme on the ground that the company is unable to pay, and will not be able to pay or provide for the payment of, its debts in full;

at the general meeting mentioned in paragraph (a), the company nominates a liquidator (being a licensed insolvency practitioner) for the simplified winding up programme, and approves his or her proposed remuneration for the administration of the simplified winding up programme; and

the nominated liquidator has given his or her written consent to being so nominated and to the proposed remuneration.(2) A company must within 7 days after the special resolution mentioned in subsection (1)(a) is passed, lodge a copy of the resolution with the Registrar of Companies.(3) No later than one day after the special resolution mentioned in subsection (1)(a) is passed, the company must send to every creditor, contributory or officer of the company a notice of its intention to enter into the simplified winding up programme, which must —

contain a copy of the resolution passed at the general meeting mentioned in subsection (1)(a) together with the name of the company and its Unique Entity Number (UEN);

include a notification that the company may proceed to enter the simplified winding up programme unless an objection to either of the following is received within the period of 21 days after the date of the notice of intention:

the company’s entry into the simplified winding up programme on the ground that the company does not meet the requirements for entry;

the nominated liquidator;

contain the form of, and set out the manner of giving, a notice of objection to the nominated liquidator;

include the name of the nominated liquidator and his or her proposed remuneration; and

include a list with the name and address of each creditor of the company and the amounts owed to each creditor.(4) A failure to lodge the requisite documents with the Registrar of Companies within the time specified in subsection (2), or a failure to notify each creditor, contributory or officer of the company in accordance with subsection (3), renders the special resolution void.(5) If no objection is received within the time specified in subsection (3)(b), the company must, within 7 days thereafter, provide to the nominated liquidator —

a statement from the board of directors of the company that it reasonably believes that the liabilities of the company (including contingent and prospective liabilities) do not exceed $2 million (or any amount that may be prescribed in substitution by the Minister by order in the Gazette), and that it is not aware of any circumstances mentioned in section 250F(1)(b) that would make the company unsuitable for entry into the simplified winding up programme;

the company’s statement of affairs under section 250E; and

an update as to whether there was any reply to any notice sent under subsection (3).(6) Sections 443 and 444 (read with sections 441 and 442) apply to a notice under subsection (3) sent by electronic means as if a reference to a “relevant officeholder” in sections 443 and 444 were a reference to the directors of the company.(7) If a company has made any statement, or provided any information or document, to the nominated liquidator under subsection (5) that is false or misleading in a material particular, any officer of the company who —

consented or connived, or conspired with others, to effect the making of the statement or provision of the information or document;

is in any other way, whether by act or omission, knowingly concerned in, or party to, the making of the statement or the provision of the information or document; or

knew or ought reasonably to have known that the statement to be made or being made, or the information or document to be given or being given, 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.(8) For the purposes of subsection (7), an officer of a company is a director or secretary of the company or a person employed in an executive capacity by the company.(9) In lieu of a special resolution of the company in the general meeting specified in subsection (1), the company’s directors may, if (and only if) all the conditions in subsection (10) are satisfied, pass a resolution at the meeting of the directors —

authorising the company to be wound up voluntarily under the simplified winding up programme on the ground that the company is unable to pay, and will not be able to pay or provide for the payment of, its debts in full; and

nominating a liquidator (being a licensed insolvency practitioner), and proposing the remuneration of the liquidator, for the administration of the simplified winding up programme, subject to the nominated liquidator having given written consent to the nomination and his or her proposed remuneration,and subsections (2) to (7) apply accordingly as if a reference to the special resolution were a reference to the resolution at the meeting of the directors.(10) The conditions for the purpose of subsection (9) are —

despite exercising reasonable diligence, the company was unable to contact enough members who together hold the majority in value of its shares for a period of not less than 3 consecutive years prior to the date of the directors’ resolution;

the company’s operations have been dormant for at least 3 consecutive years prior to the date of the directors’ resolution; and

as a consequence of the circumstance in paragraph (a), the company is unable to hold an extraordinary general meeting for the purpose of resolving to wind up the company on the ground that the quorum at the meeting cannot be met.(11) For the purposes of subsection (10)(a), reasonable diligence is deemed to be exercised to contact a member if the company has —

made at least 2 attempts in sending correspondence to the last registered address of the member in the period of 3 consecutive years, with a reasonable interval in between the attempts;

where the member has a registered address in Singapore, published a notice in at least one English local daily newspaper in Singapore after the last failed attempt to identify the whereabouts of the member; and

failed to receive any reply at the expiry of one month after —

in a case where the member has a registered address in Singapore — the date of the notice in the newspaper under paragraph (b); or

in a case where the member only has a registered address outside Singapore — the date of the last correspondence under paragraph (a).”.