Compulsory Winding Up
The Originating Summons for the winding up of a company by the Court in either Form 2 or Form 3 of the Companies (Winding Up) Rules must be filed together with a supporting affidavit (in Form 5).
When filing the Originating Summons, the plaintiff or applicant may nominate a person to be appointed as the liquidator if a winding up order is made by the Court. Before the hearing of the Originating Summons, the plaintiff or applicant, or his lawyer, must obtain and file the written consent of the nominated liquidator. If no liquidator is nominated, the Official Receiver is the default liquidator.
The Originating Summons must be served on the company, the Official Receiver and the nominated liquidator (if any). In addition, the plaintiff or applicant needs to pay a deposit of S$10,400.00 to the Official Receiver.
An advertisement of the Originating Summons is required to be placed in an English and a Chinese local daily newspaper as well as in the Government Gazette.
If any person intends to appear at the hearing, a Notice of Intention to Appear in Form 8 must be given to the plaintiff or applicant, or his lawyer.
Any person who wishes to oppose the originating summons for winding up may file an affidavit in opposition at least 7 days before the hearing date.
The hearing of the originating summons is usually fixed within 6 weeks from the date of filing of the Originating Summons. Hearings are usually conducted in open court before a High Court Judge each Friday. The judge may dismiss the Originating Summons, adjourn the hearing or make a winding up order or an interim order.
Main Effects of a Compulsory Winding Up Order
When a company is wound up compulsorily by the Court, the winding up is deemed to have commenced at the time of presentation of the Originating Summons for winding up. Upon the commencement of winding up, the company’s officers have no power to carry on the business of the company. The liquidator takes over control of the company.
Within 14 days of the winding up order, the directors and the secretary of the company must deliver a statement of the company’s affairs to the liquidator, who must then make a report to the Court. The statement of affairs contains details of the company’s assets and liabilities, and enables the liquidator to carry out investigations into the affairs of the company.
After the Originating Summons for winding up is presented, the company, its creditors or its shareholders may apply to restrain any pending proceedings against the company. Once the winding up order is made, no action against the company may be commenced or continued without the leave of the court. Any disposition of the company’s property and any transfer of its shares after the commencement of winding up shall be void unless the Court orders otherwise.
The Court Fees payable for the filing of documents in respect of Compulsory Winding Up Proceedings may be found in the Second Schedule of the Companies (Winding Up) Rules.