Insolvency, Restructuring and Dissolution (Judicial Management) Regulations 2020

In these Regulations, unless the context otherwise requires —

For the purposes of these Regulations, a company “enters judicial management” or is “in judicial management” within the meanings given to those terms in section 88(2)(a), (b), (c), (d) and (e) of the Act.

For the purposes of section 94(5)(a) of the Act, the written notice of the appointment of an interim judicial manager must be in accordance with Form JM‑2.

The written notice must be lodged with the Registrar of Companies in accordance with the provisions of the Filing of Documents Regulations.

For the purpose of adjudication of proofs of debt under section 94(4)(c) of the Act, the company must state in the notice convening a meeting of the creditors under section 94(7) of the Act (called in these Regulations the pre‑appointment meeting of creditors) —

If a creditor does not file the creditor’s proof of debt in respect of any debt owed by the company to the creditor in the manner and within the period stated in the notice, the creditor is not entitled to vote (whether in person or by proxy) in respect of that debt at the pre‑appointment meeting of creditors.

The interim judicial manager must examine every proof of debt filed by a creditor and the grounds of the debt, and must admit or reject the proof in whole or in part, or require further evidence in support of it, for the purpose of voting at the pre‑appointment meeting of creditors.

A creditor (A) who has filed a proof of debt may object to one or more of the following:

If a creditor disagrees with the interim judicial manager’s decision in relation to a matter mentioned in paragraph (4), the creditor may, within 7 days after the date of the pre‑appointment meeting of creditors, file a notice of disagreement regarding that decision with the interim judicial manager, stating the reason for the creditor’s disagreement.

In hearing any application under section 115(1)(c) of the Act, the Court may take into consideration any notice of disagreement filed by a creditor under paragraph (5).

At the pre‑appointment meeting of creditors, the creditors may not act for any purpose unless there are present (either in person or by proxy) at the meeting —

Paragraph (1) does not apply to the appointment by the creditors of a chairperson, the proving of debts and the adjournment of the meeting.

If after half an hour from the time appointed for the pre‑appointment meeting of creditors, a quorum of creditors is not present (either in person or by proxy), the meeting must be adjourned —

If after half an hour from the time appointed for the adjourned meeting, a quorum of creditors is not present (either in person or by proxy), the adjourned meeting must be adjourned —

Where a chairperson is appointed for a meeting mentioned in paragraph (3) or (4), the chairperson must issue to the creditors —

Where no chairperson is appointed for a meeting mentioned in paragraph (3) or (4), the interim judicial manager must issue to the creditors —

The list of creditors assembled to be used at every meeting must be in accordance with Form JM‑5.

Subject to paragraph (2), the chairperson of a pre‑appointment meeting of creditors may, with the consent of the meeting, adjourn it from time to time and from place to place.

If the meeting is adjourned under paragraph (1) —

For the purposes of section 105(1)(a) of the Act, the following document must be lodged with the Official Receiver and the Registrar of Companies in accordance with the provisions of the Filing of Documents Regulations:

For the purposes of section 105(1)(b) and (c) of the Act, the notice of the judicial management order must be in accordance with Form JM‑7.

The notice of the judicial management order or the notice of the appointment of the judicial manager may be sent to the company —

Unless otherwise provided in this Part, this Part applies to —

For the purpose of paragraph (1)(a) —

A declaration proving a debt must be in accordance with Form JM‑8.

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), in a case where any rent or other payment falls due at stated periods, and the company enters judicial management at any time other than any of those periods, the person or persons 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 company’s entry into judicial management as if the rent or payment grew due from day to day.

Where a company in judicial management 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 company of rent during the period of the company’s occupation.

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 workmen or other persons employed by the company, it is sufficient if one proof in accordance with Form JM‑8 for all the claims is made either by a foreman or by some other person or trade union recognised by the company on behalf of such 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.

In a case where it appears that there are numerous claims for earnings by platform workers who have provided any platform service for a company that is a platform operator, it is sufficient if one proof in accordance with Form JM‑8 for all the claims is made by a platform work association recognised by the company on behalf of such 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 platform workers who have provided any platform service for the company.

In this regulation, “earnings”, “platform operator”, “platform service”, “platform worker” and “platform work association” have the meanings given by the Platform Workers Act 2024.

The judicial manager must give to each director, and any other officer of the company who in the judicial manager’s opinion ought to attend the first meeting of creditors, 7 days’ notice in accordance with Form JM‑10 of the time and place appointed for the meeting.

The notice may be delivered —

It is the duty of every director or officer who receives the notice of first meeting of creditors to attend if so required by the judicial manager, and if any such director or officer fails to attend, the judicial manager must report the failure to the Court.

The judicial manager must also, as soon as practicable, send to each creditor mentioned in the statement of affairs of the company, a summary of the statement of affairs including —

The proceedings at a meeting are not invalidated by reason of any summary required by these Regulations not having been sent or received before the meeting.

In addition to the first meeting of creditors, the judicial manager in any judicial management may from time to time, subject to the provisions of the Act and the control of the Court, summon, hold and conduct a meeting of the creditors (called in these Regulations a judicial manager’s meeting of creditors) for the purpose of ascertaining the creditors’ wishes in all matters relating to the judicial management.

The notice calling for a judicial manager’s meeting of creditors must be in accordance with Form JM‑11.

Unless the nature of the subject matter or the context otherwise requires, regulations 30 to 50 relating to meetings apply to the first meeting of creditors and a judicial manager’s meeting of creditors.

However, the regulations mentioned in paragraph (1) take effect subject to, and without affecting, any provision of the Act.

When summoning any judicial manager’s meeting of creditors, the judicial manager must —

The notice to each creditor must be sent to the address given in the creditor’s proof, or, if the creditor has not proved, to the address given in the statement of affairs of the company, or to any other address that may be known to the judicial manager.

To avoid doubt, the address given in the creditor’s proof, to which a notice is sent, includes an electronic address provided in the proof by the creditor for delivery of a notice by electronic means.

The judicial manager may, if the judicial manager thinks fit, require a director or an officer of the company to attend any meeting of creditors, and must give the director or officer not less than 7 days’ notice of the meeting of creditors.

The notice mentioned in paragraph (4) may be delivered —

It is the duty of every director or officer who receives the notice of meeting of creditors to attend if so required by the judicial manager, and if any such director or officer fails to attend, the judicial manager must report the failure to the Court.

This regulation does not apply to the first meeting of creditors.

The costs incurred by the judicial manager in summoning a meeting of creditors at the request of another person must be paid by that person.

The person that requests the judicial manager to summon a meeting of creditors must, before the meeting is summoned, deposit with the judicial manager a sum that may be required by the judicial manager as security for the payment of the costs.

The costs of summoning a meeting of creditors (whether or not the meeting is summoned by the judicial manager at the request of another person) including all disbursements for printing, stationery, postage and the hire of room, is to be calculated at the following rate for each creditor to whom notice is required to be sent: (a)$10 per creditor for the first 50 creditors;

The costs must be repaid out of the assets of the company if the Court so orders, or if the creditors by resolution so direct.

The judicial manager, or a person nominated by the judicial manager, is to be the chairperson of any meeting of creditors, other than a meeting of creditors mentioned in paragraph (2).

At a meeting of creditors that is summoned by the judicial manager at the request of another person, the chairperson is to be a person that the meeting by resolution appoints.

The creditors at a meeting of creditors may not act for any purpose unless there are present (either in person or by proxy) at the meeting —

Paragraph (1) does not apply to the appointment of a chairperson, the proving of debts and the adjournment of the meeting.

If after half an hour from the time appointed for the meeting, a quorum of creditors is not present (either in person or by proxy), the meeting must be adjourned —

If after half an hour from the time appointed for the adjourned meeting, a quorum of creditors is not present (either in person or by proxy), the adjourned meeting must be adjourned —

Where the judicial manager (or his or her nominee) is, or another person is appointed to be, the chairperson for a meeting mentioned in paragraph (3) or (4), the chairperson must issue to the creditors —

Where a meeting mentioned in paragraph (3) or (4) is summoned by the judicial manager at the request of another person and no chairperson is appointed, the judicial manager must issue to the creditors —

The list of creditors assembled to be used at every meeting must be in accordance with Form JM‑5.

Subject to paragraph (2), the chairperson of a meeting may, with the consent of the meeting, adjourn the meeting from time to time and from place to place.

If the meeting is adjourned under paragraph (1) —

In the case of a first meeting of creditors or of an adjournment of that meeting, a person is not entitled to vote as a creditor unless the person has duly filed with the judicial manager not later than the period mentioned for that purpose in the notice summoning the meeting or adjourned meeting (as the case may be) a proof of the debt that the person claims to be due to the person from the company.

Paragraph (1) does not affect the power of the chairperson under regulation 40 to admit or reject, in whole or in part, a proof of debt for the purpose of voting.

A creditor may not vote —

Despite paragraph (1)(c), a creditor may vote in respect of a debt mentioned in that provision if the creditor is willing to —

For the purpose of voting, a secured creditor —

If the secured creditor votes in respect of the secured creditor’s whole debt, the secured creditor is deemed to have surrendered the secured creditor’s security, unless the Court on application is satisfied that the omission to value the security has arisen from inadvertence.

The chairperson has power to admit or reject, in whole or in part, a proof for the purpose of voting, but the chairperson’s decision is subject to appeal to the Court.

If the chairperson is in doubt whether a proof is to be admitted or rejected, the chairperson must mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained.

The chairperson must cause minutes of the proceedings at the meeting to be drawn up and fairly entered in a book kept for that purpose and the minutes must be signed by that chairperson or the chairperson of the next ensuing meeting.

A list of creditors assembled at every meeting must be made and kept in accordance with Form JM‑5.

For the purposes of sections 107(1) and 110(2) of the Act, the judicial manager must lodge a copy of the statement of proposals or revised proposals (as the case may be) with the Registrar of Companies in accordance with the provisions of the Filing of Documents Regulations.

For the purposes of sections 108(4) and 110(5) of the Act, the judicial manager must lodge a notice of the result of a meeting of creditors on the proposals or revised proposals (as the case may be) with the Registrar of Companies in accordance with the provisions of the Filing of Documents Regulations.

For the purposes of section 108 of the Act, the judicial manager in any judicial management must from time to time fix a day (that must not be less than 10 days after the date of the notice) on or before which the creditors of the company are to prove their debts or claims.

The judicial manager must give notice of the day mentioned in paragraph (1) —

For the purpose of paragraph (2)(b), the written notice may be sent by the following means:

The judicial manager must examine every proof of debt filed with the judicial manager 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 judicial manager rejects (whether in whole or in part) a proof filed by a creditor, the judicial manager must state in writing in accordance with Form JM‑14 to the creditor the grounds of the rejection.

The Court may, on the application of a creditor who is dissatisfied with the decision of the judicial manager in respect of a proof, by order reverse or vary the decision.

Subject to the Court’s power to extend the time, no application to the Court for an order to reverse or vary the decision of the judicial manager rejecting a proof filed with the judicial manager by a creditor, or a person claiming to be a creditor, may be entertained, unless notice of the application is given before the expiration of 21 days after the date of the service of the notice of rejection.

For the purposes of any of the judicial manager’s duties in relation to proofs, the judicial manager may administer oaths and take affidavits.

In this regulation, a judicial manager includes an interim judicial manager.

For the purposes of section 230(1) of the Act, the notice to be given by a judicial manager to disclaim onerous property (called in this Part the notice of disclaimer) must be in Form JM‑15.

The judicial manager 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 judicial manager 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 judicial manager’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 judicial manager must then as soon as reasonably practicable serve on that person a copy of the notice.

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

The creditors at the meeting summoned under section 107 of the Act may, after approving the judicial manager’s proposal (with or without modifications), appoint a committee of creditors under section 109 of the Act (called in this regulation the committee), consisting of not less than 5 persons and not more than 7 persons —

The employee or shareholder representative appointed under paragraph (1) is entitled to attend all meetings of the committee but is not entitled to vote as a member of the committee.

At the meeting summoned under section 107 of the Act, the committee must —

At a meeting of the committee, all questions must be decided by a resolution in writing signed by a majority in number of the members entitled to vote.

Any vacancy in the committee is to be filled at the discretion of the committee.

The committee must hold a meeting at least once every 14 days unless it resolves otherwise.

If the committee is dissatisfied with the extent or the nature of information provided to it by the judicial manager, it may make representations by way of an application to the Court and the Court, if satisfied that the representations are well‑founded, may give any directions to the judicial manager that the Court considers appropriate.

If a judicial manager is appointed under section 98(1) or 104(5) of the Act or an interim judicial manager is appointed under section 98(1) of the Act, the judicial manager or interim judicial manager (as the case may be) must —

If a judicial manager is appointed under section 98(2) of the Act, the judicial manager must —

The written notice mentioned in paragraph (2) must be given in accordance with Form JM‑17.

A fee of $20 is payable to the Official Receiver for the lodgment or filing of any of the following documents with the Official Receiver:

The Permanent Secretary of the Ministry of Law may, in his or her discretion, waive, refund or remit wholly or in part any fee payable under paragraph (1).