Insolvency, Restructuring and Dissolution (Voluntary Winding Up) Regulations 2020

These Regulations apply to any company that is wound up under Division 3 of Part 8 of the Act but not a company that is wound up voluntarily under the simplified winding up programme established under section 250C of the Act.

Unless otherwise stated in these Regulations —

For the purposes of section 161(1) of the Act —

The declaration mentioned in paragraph (1)(b) must —

For the purposes of section 185(5) of the Act, the affidavit, stating that the notice of any meeting has been posted, must be in Form VWU‑2.

For the purposes of section 185(9) of the Act, the list of creditors assembled to be used at every meeting must be in Form VWU‑3.

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 VWU‑7.

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 VWU‑8.

To avoid doubt, the forms mentioned in this regulation must be used even if the 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.

A declaration proving a debt must be in accordance with Form VWU‑11.

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 resolution to wind up a company 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 resolution, 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 resolution to wind up the company, 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 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 VWU‑11 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.

Subject to the provisions of the Act, and unless the Court otherwise orders, the liquidator may from time to time fix a date (that must be at least 14 days after the date of the notice mentioned in paragraph (2)) on or before which the creditors of the company are to prove their debts or claims, or be excluded from the benefit of any distribution made before the debts are proved.

The liquidator must give notice of the date mentioned in paragraph (1) —

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 VWU‑14 to the creditor the grounds of the rejection.

A creditor or contributory may vote in any meeting of creditors or contributories either in person or by proxy.

Where a person is authorised in the manner provided by section 179(3) of the Companies Act (Cap. 50) to represent a corporation at any meeting of creditors or contributories, that person must produce to the chairperson of the meeting a certificate mentioned in section 179(5) of that Act.

No person below 18 years of age may be appointed a general or special proxy.

An instrument of general proxy must be in Form VWU‑15.

An instrument of special proxy must be in Form VWU‑16.

The notice of a meeting to be sent to each creditor or contributory of the company must be accompanied by the general and special forms of instrument of proxy.

No name or description of any person is to be written or printed on the form of an instrument of proxy before the instrument is sent to the creditors or contributories.

A person acting under a general or special proxy must not vote in favour of any resolution that would directly or indirectly place the person, his or her partner or employer in a position to receive any remuneration out of the estate of the company otherwise than rateably as a creditor with the other creditors of the company.

Despite paragraph (1), a person who holds a special proxy to vote for an application to the Court in favour of the appointment of that person as liquidator of the company may use the proxy and vote accordingly.

For the purposes of paragraph (1), a person (A) is a partner of another person (B) if A and B (whether with one or more other persons or otherwise) have entered into partnership with one another with a view to carrying on business for profit.

The instrument of proxy of a creditor who is blind or incapable of writing may be accepted, if the creditor has signed or inserted his or her mark on the instrument in the presence of a witness.

This applies only if the witness —

For the purposes of section 230(1) of the Act, the notice to be given by a liquidator in a voluntary winding up to disclaim onerous property (called in this Part the notice of disclaimer) must be in Form VWU‑17.

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 of debt 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 VWU‑19 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.

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 committee of inspection 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 committee, creditors or contributories (as the case may be) may disallow the payment or recover the profit.

The liquidator must —

The liquidator must submit all the books kept by the liquidator to the committee of inspection or, if there is no committee of inspection, to the creditors, together with any other books, documents, papers and accounts in the liquidator’s possession relating to his or her office as liquidator of the company as and when the committee of inspection or the creditors (as the case may be) direct.

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.

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.