How do I apply for a company to be wound up compulsorily?
Compulsory winding up is where the Court makes an order for the winding up of a company.
The Court makes the winding up order on specific grounds. The reasons for the winding up of a company are broadly based on company‑initiated or constitutional grounds, failure to comply with statutory requirements, or the financial insolvency of the company wherein it cannot repay its debts etc.
The Official Receiver from the Insolvency Office under the Ministry of Law, oversees the compulsory winding up process in Singapore.
Who can apply for compulsory winding up?
Who | Applicant to prove | |
Company, Company directors and shareholders | Directors or shareholders who have paid for their shares in full, including the Official Assignee of a bankrupt who is a shareholder. | Company cannot continue operating |
Creditor | Anyone the company owes money to, including suppliers, contractors, banks, or employees owed salaries. | Company owes them at least $15,000 and cannot pay |
Government agency | Any government agency such as a Ministry or Statutory Board | Company is being used for an unlawful purpose, has carried on multi-level marketing or pyramid selling, etc. |
Court-appointed officer | Liquidator or judicial manager | To specify grounds as to why the company should be wound up |
Note: As there are various grounds for winding up, consult a lawyer for advice on what applies and the supporting documents required in the given circumstances.
What comes first?
Obtain legal advice - This is a legal process. Consider consulting a corporate insolvency lawyer or a licensed insolvency practitioner for assistance and advice. They can:
Assess whether there are valid grounds for application
Advise on the evidence required
Determine if compulsory winding up is the right option for the situation as alternative options exist – The lawyer can explain other options like voluntary liquidation (the company chooses to close down on its own), judicial management (a court-appointed manager tries to save company) or scheme of arrangement (the company negotiates with its creditors).
Documents and fees in a winding up application:
1. The lawyer will prepare the following court papers:
(a) Originating Application (the main application form)
(b) Affidavit in Support of Application (sworn statement explaining why the company should be wound up)
(c) Consent to Act as Liquidator (agreement from insolvency practitioner who will administer the winding up of the company)
(d) Memorandum of Advertisement (notice to be published)
(e) Affidavit of Service (proof that documents were delivered to the company)
(f) List of Parties (individuals or entities involved in the case who intend to attend the winding up hearing)
(g) Registrar’s Memorandum (formal confirmation from the Court indicating that all required documents have been filed and are complete)
2. Supporting documents: The appointed lawyer will advise on documents or evidence required.
Costs involved
Winding up deposit of $10,400 to be paid to the Official Receiver
Court filing fees (Mandatory fees charged by the Court)
Professional fees (as agreed with the lawyer and/or insolvency practitioner)
How to apply
Step 1: Find a lawyer. The list of all Singapore solicitors with a current practising certificate from the Supreme Court of Singapore can be found at https://eservices.mlaw.gov.sg/lsra/search-lawyer-or-law-firm/.
Step 2: Legal consultation. The lawyer will review the case, advise if the applicant has valid grounds, explain the process and costs, and prepare all required documents.
Step 3: File application. The lawyer will pay the $10,400 deposit to the Official Receiver via the MinLaw e-services eCollection Portal at https://eservices.mlaw.gov.sg/ecoll/, file the application at the High Court, and pay court filing fees.
Step 4: Service of documents. The lawyer will deliver copies of the documents to the company and relevant parties in the winding up.
Step 5: Court hearing. The High Court sets a hearing date for the winding up application which the lawyers attend on the applicant’s behalf. The first hearing date is typically set within 3 weeks from the date of the application.
What happens at the winding up application Court hearing
The Registrar will review the application and consider any objections raised by the company before determining whether to grant the winding up order.
If approved:
The winding up order is made and a liquidator is appointed.
The liquidator sells the company’s assets, pays its creditors if there are funds for distribution, and brings the company to an orderly dissolution
If rejected:
The application is dismissed.
The applicant may have to pay the company’s legal costs.
The applicant can appeal the decision. Please discuss with the lawyer on the timeline for the appeal.
If adjourned:
The Court needs more information or time.
New hearing date will be set.
The lawyer will advise on the next steps.
What to do next
Obtain legal advice – This process should not be undertaken without legal representation, as the courts require compliance with formal procedures that can only be properly managed by qualified lawyers.
Find a lawyer. The list of all Singapore solicitors with a current practising certificate from the Supreme Court of Singapore can be found at https://eservices.mlaw.gov.sg/lsra/search-lawyer-or-law-firm/.
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