ACP Singapore - Winding Up Cheat Sheet by elementalhalo

Section 290 Companies Act
A company may be wound up volunt­arily —
when the period fixed for the duration of the company by the M&A /const­itution expires and a resolution requiring the company to be wound up volunt­arily is passed
if the company so resolves by special resolu­tion.
A company shall —
(a) within 7 days after the passing of a resolution for voluntary winding up, lodge a copy of the resolution with the Registrar; and
(b) within 10 days after the passing of the resolu­tion, give notice of the resolution in one or more newspapers circul­ating in Singapore.

Section 293 Companies Act - Procedure
The majority of the directors shall, before sending out notices of meeting at which the resolution for WUP is proposed,
Make inquiry into the affairs of the company
Call a Board Meeting
Form the opinion that the company will be able to pay its debts in full within a period not exceeding 12 months after the commen­cement of the winding up.
Make a declar­ation of solvency
General meeting called to pass special resolution for voluntary winding up

Section 254(2) Companies Act
A company shall be deemed to be unable to pay its debts if —
(a) creditor has served on the company a statutory demand for a sum exceeding $10,000 and the company has, for 3 weeks therea­fter, neglected to pay the sum or to secure or compound it to the reasonable satisf­action of the creditor
(b) execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the company is returned unsati­sfied in whole or in part; or
(c) it is proved to the satisf­action of the Court that the company is unable to pay its debts; and in determ­ining whether a company is unable to pay its debts the Court shall take into account the contingent and prospe­ctive liabil­ities of the company.

Must be served at the company’s registered address or it will be ineffe­ctive.
Written demand must be under the hand of the creditor or authorised agent
Identify the basis on which debt arose
Debt must exceed $10,000
Due and payable.
Amount /existence of debt not disputed

Usual letter of demand with special notice to warn the company has 3 weeks to pay the sum or to secure or compound the debt to the reasonable satisf­action of the creditor
Failing which a WUP applic­ation may be commenced against the company
Failure to meet Statutory Demand does not give rise to irrefu­table presum­ption that company cannot pay debt if debt is genuinely disputed or company has cross claim

1. Conduct a winding up search on the company
2. Prepare Winding Up Applic­ation (Origi­nating Summons)
3. Prepare Affidavit verifying Winding Up Applic­ation –filed within 4 days after Applic­ation is presented.
4. Deposit $5,200 with the Official Receiver to cover the fees and expenses of liquid­ato­r/O­fficial Receiver
5. Serve winding up applic­ation and supporting affidavit on Company, Official Receiver and Liquidator
6. Prepare Affidavit of Service of Applic­ation
7. Advertise Winding Up Applic­ation – in the Gazette, one English local daily newspaper and one Chinese local daily newspaper or such other newspaper as the Court may direct – at least 7 clear days before hearing
8. File Memorandum of Advert­isement
9. File Consent to Act (if proposed liquidator is not Official Receiver)
10. Prepare Memorandum that provisions of Winding Up Rules have been complied with for attendance before Registrar:
(a) public­ation in Gazette and advert­isement of winding-up applic­ation
(b) affidavit supporting winding up applic­ation and affidavit of service have been filed
(c) consent of liquidator obtained and filed
(d) provisions of CWU Rules complied with
(e) prescribed sum deposited with Official receiver.
11. File List of persons intending to appear
12. Hearing of Compulsory Winding Up Applic­ation in open court

Section 255 Companies Act

Where a resolution has been passed by the company for voluntary winding up, the winding up of the company shall be deemed to have commenced at the time of the passing of the resolu­tion.
In any other case the winding up shall be deemed to have commenced at the time of the making of the applic­ation for the winding up.

Within 14 days after date of winding up order, a statement of affairs of the company must be made out by the company in the prescribed manner and submitted to the Official Receiv­er/­liq­uidator – Section 270(1) CA

OR/Liq­uidator will cause a copy of the statement to be lodged with ACRA within 7 days after its receipt

Stay of legal procee­dings commenced before winding up order
After winding up commences, no legal action may be commenced without the leave of Court
Liquid­ators empowered to carry on business of the company so far as necessary for the beneficial winding up of the company