In forceAmended2020 Revised Edition

Contents

Insolvency, Restructuring and Dissolution Act 2018 · 2020 Revised Edition · Part 10 · Winding Up of Unregistered Companies and Liquidation or Dissolution of Foreign Companies

250. Liquidation, dissolution, etc., of foreign company in its place of incorporation

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Amended

Last amended by an amending law of 2022. 3 amendments in all.

(1)

This section applies to a foreign company which, whether or not it is registered under Division 2 of Part 11 of the Companies Act 1967, establishes a place of business or carries on business in Singapore.

(2)

If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin, the Court may, on the application of the person who is the liquidator of the foreign company for the foreign company’s place of incorporation or the application of the Official Receiver, appoint a liquidator of the foreign company for Singapore.

(3)

A liquidator of a foreign company appointed for Singapore by the Court —

(a)

must, before any distribution of the foreign company’s assets is made, by advertisement in a newspaper circulating generally in each country where the foreign company had been carrying on business prior to the liquidation if no liquidator has been appointed for that place, invite all creditors to make their claims against the foreign company within a reasonable time prior to the distribution;

(b)

subject to subsection (6), must not, without obtaining an order of the Court, pay out any creditor to the exclusion of any other creditor of the foreign company; and

(c)

must, unless otherwise ordered by the Court, only recover and realise the assets of the foreign company in Singapore and, subject to paragraph (b) and subsection (6) —

(i)

in a case where the foreign company is, or was prior to the liquidation or dissolution carrying on business as, a relevant company, pay the net amount so recovered and realised to the liquidator of that foreign company for the place where it was formed or incorporated after paying any debts and satisfying any liabilities incurred in Singapore by the foreign company; or

(ii)

in any other case, pay the net amount so recovered and realised to the liquidator of that foreign company for the place where it was formed or incorporated.

(4)

Where a foreign company has been wound up so far as its assets in Singapore are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered pursuant to subsection (3).

(5)

A liquidator of a foreign company appointed for Singapore by the Court must, before paying any amount so recovered and realised in Singapore to the liquidator of that foreign company for the place where it was formed or incorporated, be satisfied that the interests of creditors in Singapore are adequately protected.

(6)

Section 203 applies to a foreign company wound up or dissolved pursuant to this section as if each reference to a company in that provision were substituted with a reference to a foreign company.

(7)

In this section —

“carrying on business” has the meaning given by section 366 of the Companies Act 1967;

“relevant company” means a foreign company that is any of the following:

(a)

a banking corporation;

(b)

a merchant bank licensed under the Banking Act 1970;

(ba)

[Deleted by Act 18 of 2022 wef 28/04/2023]

(c)

a finance company licensed under section 6 of the Finance Companies Act 1967;

(ca)

a financial institution approved under section 4 of the Financial Services and Markets Act 2022;

(d)

a licensed insurer licensed under section 11 of the Insurance Act 1966;

(e)

a recognised market operator as defined in section 2(1) of the Securities and Futures Act 2001;

(f)

a licensed foreign trade repository as defined in section 2(1) of the Securities and Futures Act 2001;

(g)

a recognised clearing house as defined in section 2(1) of the Securities and Futures Act 2001;

(h)

an approved holding company as defined in section 2(1) of the Securities and Futures Act 2001;

(i)

a holder of a capital markets services licence granted under section 86 of the Securities and Futures Act 2001 that does not only carry on the business of providing credit rating services;

(j)

[Deleted by Act 32 of 2024 wef 25/11/2024]

(k)

a financial adviser licensed under section 10 of the Financial Advisers Act 2001;

(l)

a licensed trust company licensed under section 5 of the Trust Companies Act 2005;

(m)

an operator of a payment system designated under section 42 of the Payment Services Act 2019;

(n)

a person that has in force a licence granted under section 6 of the Payment Services Act 2019 that entitles the person to carry on a business of providing one or more of the following payment services:

(i)

a cross‑border money transfer service;

(ii)

a domestic money transfer service;

(iii)

an e‑money issuance service;

(iv)

a merchant acquisition service.