Insolvency, Restructuring and Dissolution (Court-Ordered Winding Up) Regulations 2020

These Regulations apply to —

In this regulation, “unregistered company” has the meaning given by section 245(1) of the Act.

A declaration proving a debt must be in accordance with Form CWU‑1.

A proof of debt must state the following matters:

The documents substantiating the claim specified in the proof of debt must accompany the proof of debt.

Subject to paragraph (2), a creditor proving the creditor’s debt must deduct from the claim all trade and other discounts that would have been available to the company but for the company’s liquidation.

The creditor is not required to deduct any discount (not exceeding 5% on the net amount of the creditor’s claim) for immediate, early or cash settlement of the creditor’s claim.

Subject to paragraph (2), in a case where any rent or other payment falls due on a day of any stated period, and the winding up order is made on a day other than that day, any person entitled to the rent or payment may prove for a proportionate part of the rent or payment up to (and including) the date of the winding up order, as if the rent or payment grew due from day to day.

If the liquidator or company that is being wound up remains in occupation of premises demised to the company, nothing in these Regulations affects the right of the landlord of the premises to claim payment from the liquidator or company, of rent during the period of the liquidator’s or company’s occupation.

A creditor may prove for a debt not payable on the date of the winding up order, as if it were so payable, and may receive dividends rateably with the other creditors, deducting only from the dividend a rebate of interest at the rate of interest on judgment debts provided for under the Rules of Court 2021 for the time being in force.

The rebate of interest is to be computed from the date of the declaration of a dividend to the date on which the debt would have become payable according to the terms on which it was contracted.

A moneylender licensed under the Moneylenders Act (Cap. 188) (called in this regulation a licensed moneylender) filing a proof of debt in respect of a loan made by the licensed moneylender as a licensed moneylender must, within 14 days after the date of filing of the proof of debt, file a copy of the following documents in respect of the loan:

A reference in paragraph (1) to a licensed moneylender filing a proof of debt is a reference to a person who, at the time the loan mentioned in that paragraph is granted, is a licensed moneylender, whether or not the person continues to be so licensed at the time the proof of debt is filed.

In a case where it appears that there are numerous claims for wages by the workmen or other persons employed by the company, it is sufficient if one proof in accordance with Form CWU‑1 for all the claims is made either by a foreman or by some other person on behalf of those creditors.

The proof must be accompanied by a schedule (which forms part of the proof) that sets out the following information relating to each of the creditors:

Any proof made in compliance with this regulation has the same effect as if separate proofs had been made by each of the workmen or other persons employed by the company.

The liquidator must examine every proof of debt filed with the liquidator and the grounds of the debt, and must in writing admit or reject the proof in whole or in part, or require further evidence in support of the proof.

If the liquidator rejects (whether in whole or in part) a proof filed by a creditor, the liquidator must state in writing in accordance with Form CWU‑2 to the creditor the grounds of the rejection.

For the purposes of section 230(1) of the Act, the notice to be given by a liquidator to disclaim onerous property (called in this Part the notice of disclaimer) must be in Form CWU‑3.

The liquidator must state in the notice of disclaimer that the company disclaims all the company’s interests in the property, and the notice must contain the following information or particulars:

The liquidator disclaiming any onerous property must, within 14 days after the date of the notice of disclaimer, serve a copy of the notice on —

The copy of the notice of disclaimer may be served on a person mentioned in paragraph (1) —

If subsequently, it comes to the liquidator’s knowledge that any person has an interest in the disclaimed property that would have entitled the person to receive a copy of the notice of disclaimer under paragraph (1), the liquidator must then as soon as reasonably practicable serve on that person a copy of the notice.

Without affecting paragraphs (1) and (3), the liquidator may at any time serve a copy of the notice of disclaimer on any person who, in the liquidator’s opinion, ought to be informed of the disclaimer.

A liquidator who intends to declare a dividend must, not more than 2 months before the declaration —

The notice of intention to declare a dividend must specify the latest date by which a proof must be filed, being a date at least 14 days after the date of the notice.

The liquidator must, within 14 days after the latest date for filing a proof of debt mentioned in the notice of intention to declare a dividend, in writing either admit or reject wholly or in part, every proof filed with the liquidator, or require further evidence in support of the proof.

Where a creditor, after the latest date for filing a proof mentioned in the notice of intention to declare a dividend, appeals against the decision of the liquidator rejecting a proof —

If no appeal has been commenced within the time mentioned in paragraph (4)(a), the liquidator must exclude the proof that has been rejected from participation in the dividend.

Immediately after the expiry of the time mentioned in paragraph (4)(a), the liquidator must —

If it becomes necessary, in the liquidator’s opinion, to postpone the declaration of dividend beyond the period of 2 months mentioned in paragraph (1), the liquidator must publish in the Gazette a fresh notice of his or her intention to declare a dividend.

The same procedure is to be followed in relation to a fresh notice of the liquidator’s intention to declare a dividend mentioned in paragraph (7), except that fresh notice need not be given to any creditor mentioned in the statement of affairs who has not proved the creditor’s debt.

A person to whom a dividend is payable may lodge with the liquidator a document in Form CWU‑5 to state that the dividend is to be paid to some other person specified in the document.

A document lodged under paragraph (9) is sufficient authority for the liquidator to pay the dividend to the person specified in the document.

Unless the Court directs otherwise, every order of the Court that authorises the liquidator to make a return to the contributories of the company must contain or annex a schedule or list that is prepared by the liquidator and that sets out —

The notice of return to each contributory must specify the amount payable per share and the amount payable to each contributory.

The Official Receiver must report to the Court if —

Upon receiving the report mentioned in paragraph (1), the Court may rescind the order appointing the liquidator, or remove the liquidator, as the case may be.

For the purposes of section 141(1) of the Act —

The statement of affairs may be submitted by electronic means to the Official Receiver or the liquidator, as the case may be.

The liquidator may from time to time direct a person mentioned in section 141(2)(a) and (b) of the Act to attend on the liquidator, at a time and place that the liquidator may appoint, for the purpose of investigating the company’s affairs, and the person must —

The Official Receiver or the liquidator or the Court for special reasons may, upon the application of a person mentioned in section 141(2) of the Act, approve in writing or make an order granting (as the case may be) an extension of time for the person to submit a statement of affairs.

Where an extension of time is granted by the Official Receiver or the liquidator under paragraph (1), the applicant —

A person who is required to make a statement of affairs or statement of concurrence must, before incurring any costs or expenses in the preparation and making of the statement —

Unless the Court orders otherwise, a person is not allowed, out of the assets of the company, any costs or expenses incurred by the person in making the statement of affairs or statement of concurrence, if the person did not obtain prior sanction of the costs and expenses.

For the purposes of section 146 of the Act, unless the Court directs otherwise and subject to rule 139 of the Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules 2020 (G.N. No. S 603/2020), every liquidator must pay, without deduction, any money received by him or her, as liquidator of a company —

The liquidator must make the payment once a week, or immediately if the liquidator receives a sum of $1,000 or more.

The payment to the Official Receiver mentioned in paragraph (1)(b) may be made —

Any payment out of the Companies Liquidation Account must be made by the Official Receiver.

The Official Receiver must, on an application by a person who has acted as liquidator of a company, repay to the person any necessary disbursements made by the person as liquidator on account of the company from the date of commencement of the winding up or the date of his or her appointment (whichever is later) to the date of the person’s application for release as liquidator, out of any moneys standing to the credit of the company in the Companies Liquidation Account.

The liquidator may, after declaring a dividend, apply to the Official Receiver for the funds available for that purpose standing to the credit of the company in the Companies Liquidation Account.

The application mentioned in paragraph (3) must be supported by a list of creditors certified by the liquidator showing the amount of each of the creditors’ proofs and the amount of money each creditor is due to receive by way of dividend.

The Official Receiver is not liable for any payment made out of the Companies Liquidation Account on the application of a liquidator.

Every payment by the liquidator out of the authorised bank account must be made —

Every payment by the liquidator out of the authorised bank account by cheque must be made payable to order, and the cheque —

In this regulation, “electronic fund transfer”, in relation to an authorised bank account, means an electronic transfer of funds from the authorised bank account to another bank account.

Except as provided by the Act or any subsidiary legislation made under the Act, the liquidator of a company must not make any arrangement for or accept any gift, remuneration, consideration or benefit (whether pecuniary or otherwise) that is beyond the remuneration to which the liquidator is entitled under the Act and the subsidiary legislation, from the following persons:

The liquidator must not make any arrangement to give up any part of the liquidator’s remuneration to a person mentioned in paragraph (1)(a) or (b).

Except with the sanction of the Court, a member of the committee of inspection of a company is not, directly or indirectly, entitled to —

If it appears to the Official Receiver or to any meeting of the creditors or contributories that any profit has been derived or payment has been received by a member of the committee of inspection contrary to this regulation, the Official Receiver, creditors or contributories (as the case may be) may disallow the payment or recover the profit.

The liquidator must keep a book (whether in physical or electronic form) to be called the Record Book, in which the liquidator must record —

Despite paragraph (1), the liquidator is not required —

This regulation applies to a provisional liquidator who is appointed by the Court under section 138 of the Act.

The liquidator must keep a book (whether in physical or electronic form) to be called the Cash Book, in which the liquidator must enter from day to day the receipts and payments made by the liquidator.

The liquidator, other than the Official Receiver, must submit the Record Book and Cash Book, together with any other books, documents, papers and accounts, to the committee of inspection (if any) when required, and in any case at least once every 6 months.

Paragraph (1) applies to a provisional liquidator who is appointed by the Court under section 138 of the Act.

The committee of inspection (if any) must audit the liquidator’s Cash Book at least once every 6 months, and must certify in Form CWU‑9 the date on which the Cash Book was audited.

The liquidator must, if requested by the Official Receiver, lodge with the Official Receiver a copy of the Cash Book, together with the requisite vouchers and copies of the certificates of audit by the committee of inspection (if any) within one month after the expiration of each of the following periods:

For the purposes of section 192(1) of the Act, the account of the liquidator’s receipts and payments and statement of the position in the winding up must be in accordance with Form CWU‑10.

For the purposes of section 192(2) of the Act, the notice of the lodgment of the account and statement mentioned in paragraph (1) must be in accordance with Form CWU‑11.

To avoid doubt, the forms mentioned in this regulation must be used even if a liquidator has not during any period for which an account has to be lodged with the Official Receiver, received or paid any money on account of the company.

The liquidator must from time to time as required by the committee of inspection (if any) or the creditors —

The committee of inspection or member of the committee mentioned in paragraph (1)(b)(i) or the person nominated under paragraph (1)(b)(ii) (as the case may be) must examine and certify the trading account submitted by the liquidator.

Where the committee of inspection or, if there is no committee of inspection, the liquidator is of the opinion that any part of the cash balance standing to the credit of the account of the company in the Companies Liquidation Account is in excess of the amount that is required for the time being to answer demands in respect of the estate of the company and should be invested or placed on deposit at interest with any bank —

Whenever any part of the money so invested or deposited is, in the opinion of the committee of inspection or, if there is no committee of inspection, the liquidator, required to answer any demands in respect of the company’s estate —

The Official Receiver may, after considering the certificate and request of the committee of inspection or, if there is no committee of inspection, the liquidator, if the Official Receiver thinks fit, carry out a request mentioned in paragraph (1) or (2), and the certificate and request constitute sufficient authority to the Official Receiver for carrying out the request.

Any money of a company that is invested or deposited at interest by the liquidator is deemed to be money under the liquidator’s control.

Subject to paragraphs (3) and (4), where the money of a company in the liquidator’s hands or under the liquidator’s control, including any money invested or deposited at interest, is an amount at least equal to the minimum balance payable to the Official Receiver to be placed to the credit of the Companies Liquidation Account, the liquidator must —

If any money of the company is invested in Government securities, the liquidator may, with the permission of the Official Receiver, transfer those securities to the control of the Official Receiver, instead of realising the investment and paying the proceeds to the Official Receiver as required under paragraph (2).

If the money that is invested in Government securities is required (in whole or in part) for the purposes of the liquidation, the Official Receiver may realise the securities (in whole or in part) and pay the proceeds to the credit of the Companies Liquidation Account and deal with the proceeds in the same way as other money paid into the Companies Liquidation Account may be dealt with.

Every person who has acted as liquidator of any company, whether the liquidation has been concluded or not, must provide to the Official Receiver —

The Official Receiver may, from time to time, require the person to verify the account and particulars by affidavit.

A demand made under section 197(7) of the Act by a person claiming to be the owner of any moneys placed to the credit of the Companies Liquidation Account must —

The Official Receiver may direct the person mentioned in paragraph (1) to provide further evidence to support the person’s demand.

A liquidator who needs to make any payment out of moneys that have been placed to the credit of the Companies Liquidation Account under section 197 of the Act, either by way of distribution or in respect of the costs or expenses of the liquidation, must apply to the Official Receiver in the form and manner that the Official Receiver may direct.

On receiving the application, the Official Receiver may —

Where the Official Receiver intends to sell or otherwise dispose of or deal with an estate (or any part of an estate) or any property or interest in property under section 214(1) of the Act, the Official Receiver must give notice of the intention —

The notice must state that a person who is legally or beneficially interested in the estate, property or interest must, within the time (not being less than 2 months) specified in the notice, inform the Official Receiver in writing of the nature of the person’s interest in the estate, property or interest.

At the expiration of the time specified in the notice, the Official Receiver may sell or otherwise dispose of or deal with the estate, property or interest in accordance with section 214 of the Act.

A person (A) who resigns as liquidator of a company or is removed from the office of liquidator must, within 14 days after his or her resignation or removal from office, deliver to the Official Receiver or the liquidator (B) who is appointed to fill the vacancy, all the books kept by A and all other books, documents, papers and accounts in A’s possession relating to the office of liquidator.

The release of A takes effect only after A has delivered all the books, documents, papers and accounts to the Official Receiver or B, as the case may be.

For the purposes of section 191(3) of the Act, the notice of the liquidator’s resignation or removal from office must be in accordance with Form CWU‑16, and must contain the following information:

Where a liquidator is removed from office by an order of the Court, the notice mentioned in paragraph (3) must annex a copy of the order of the Court.