In force2020 Revised Edition

Contents

Insolvency, Restructuring and Dissolution Act 2018 · 2020 Revised Edition · Part 9 · Provisions Applicable in Judicial Management and Winding Up

217. Interpretation of this Part

Feedback & support

(1)

For the purposes of sections 224 to 229 —

“commencement of the judicial management”, in relation to a company, means —

(a)

in a case where the judicial manager is appointed by the Court under section 91 — the time when the application for the judicial management order was made; or

(b)

in a case where the judicial manager is appointed by the creditors of the company under section 94(11)(e) — the time when the copy of the notice of appointment of the interim judicial manager is filed with the Registrar of Companies and the Official Receiver under section 94(5)(a);

“commencement of the winding up”, in relation to a company, means —

(a)

in a case where the company is being wound up under an order of the Court made at a time when the company was being wound up voluntarily — the time of the commencement of the voluntary winding up as determined in accordance with paragraph (d) or (e);

(b)

in a case where a company is being wound up under an order of the Court on an application made while the company was in judicial management — the time of the commencement of the judicial management as determined in accordance with this section;

(c)

in a case where a company is being wound up under an order of the Court in any other case — the time of the making of the winding up application;

(d)

in a case where the company is being wound up voluntarily and a provisional liquidator has been appointed before the resolution for voluntary winding up was passed — the time when the declaration mentioned in section 161(1) was lodged with the Registrar of Companies; or

(e)

in any other case where the company is being wound up voluntarily — the time of the passing of the resolution for voluntary winding up.

(2)

For the purposes of this Part —

(a)

a company “enters judicial management” or is “in judicial management” within the meanings given to those terms in section 88(2)(a) to (e); and

(b)

a person is connected with a company if —

(i)

the person is a director of the company or an associate of such a director; or

(ii)

the person is an associate of the company.

(3)

For the purposes of subsection (2)(b), a person (A) is an associate of another person (B) if —

(a)

A is an associate of B; or

(b)

B is an associate of A.

(4)

A person is an associate of an individual if that person is —

(a)

the individual’s spouse; (b)a relative of —

(i)

the individual; or

(ii)

the individual’s spouse; or

(c)

the spouse of a relative of —

(i)

the individual; or

(ii)

the individual’s spouse.

(5)

A person is an associate of —

(a)

any person with whom that person is in partnership; and

(b)

any spouse or relative of any individual with whom that person is in partnership.

(6)

A person is an associate of any person whom that person employs or by whom that person is employed.

(7)

A person in the person’s capacity as trustee of a trust is an associate of another person if the beneficiaries of the trust include, or the terms of the trust confer a power that may be exercised for the benefit of, that other person or an associate of that other person.

(8)

A corporation is an associate of another corporation —

(a)

if the same person has control of both corporations;

(b)

if a person has control of one of the 2 corporations and persons who are that person’s associates, or that person and persons who are that person’s associates, have control of the other corporation; or

(c)

if a group of 2 or more persons has control of each corporation, and the groups either consist of the same persons or could be regarded as consisting of the same persons by treating (in one or more cases) a member of either group as replaced by a person of whom he or she is an associate.

(9)

A corporation is an associate of another person if that person has control of the corporation, or if that person and persons who are that person’s associates together have control of the corporation.

(10)

A person is an associate of a corporation if persons who are his or her associates are employed by the corporation.

(11)

For the purposes of this section, an individual (C) is a relative of an individual (D) if C is D’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.

(12)

References in this section to a spouse include a former spouse and a reputed husband or wife.

(13)

For the purposes of this section, any director or other officer of a corporation is to be treated as employed by that corporation.

(14)

For the purposes of this section, a person is to be taken as having control of a corporation (C) if —

(a)

the directors of C or of another corporation which has control of C (or any of those directors) are accustomed to act in accordance with the person’s directions or instructions; or

(b)

the person is entitled to exercise, or control the exercise of, one third or more of the voting power at any general meeting of C or another corporation which has control of C,and where 2 or more persons together satisfy paragraph (a) or (b), they are to be taken as having control of C.

(15)

For the purposes of this section, “corporation” includes any body corporate (whether incorporated in Singapore or elsewhere), and references to directors and other officers of a corporation and to voting power at any general meeting of a corporation have effect with any necessary modifications.

Terms defined in this Act

company
Defined · s 2
“company” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
corporation
Defined · s 2
“corporation” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
Court
Defined · s 2
“Court” means the General Division of the High Court;
Open s 2
director
Defined · s 61
“director” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 61
judicial manager
Defined · s 88
“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;
Open s 88
liquidator
Defined · s 2
“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;
Open s 2
member
Defined · s 2
“member”, in relation to a company, means a member of a company mentioned in section 19(6) or (6A) of the Companies Act 1967;
Open s 2
officer
Defined · s 61
“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;
Open s 61
Official Receiver
Defined · s 2
“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;
Open s 2
Registrar of Companies
Defined · s 2
“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;
Open s 2
resolution for voluntary winding up
Defined · s 61
“resolution for voluntary winding up” means the resolution mentioned in section 160;
Open s 61
trustee
Defined · s 2
“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;
Open s 2