Cesser of business in Singapore
377.—(1)  If a foreign company ceases to have a place of business in Singapore or to carry on business in Singapore, it shall, within 7 days after so ceasing, lodge with the Registrar notice of that fact.
[Act 36 of 2014 wef 03/01/2016]
(1A)  Starting on the day on which the foreign company lodged the notice referred to in subsection (1), the foreign company’s obligation to lodge any document (not being a document that ought to have been lodged before that day) with the Registrar shall cease.
[Act 36 of 2014 wef 03/01/2016]
(1B)  The Registrar shall as soon as practicable after the lodgment of the notice referred to in subsection (1) record in the register that the company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, as the case may be.
[Act 36 of 2014 wef 03/01/2016]
(2)  If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin —
(a)each person who immediately prior to the commencement of the liquidation proceedings was an authorised representative shall, within 14 days after the commencement of the liquidation or the dissolution or within such further time as the Registrar in special circumstances allows, lodge or cause to be lodged with the Registrar notice of that fact and, when a liquidator is appointed, notice of such appointment; and
[Act 36 of 2014 wef 03/01/2016]
(b)the liquidator shall, until a liquidator for Singapore is duly appointed by the Court, have the powers and functions of a liquidator for Singapore.
(3)  A liquidator of a foreign company appointed for Singapore by the Court or a person exercising the powers and functions of such a liquidator —
(a)shall, before any distribution of the foreign company’s assets is made, by advertisement in a newspaper circulating generally in each country where the foreign company had been carrying on business prior to the liquidation if no liquidator has been appointed for that place, invite all creditors to make their claims against the foreign company within a reasonable time prior to the distribution;
(b)subject to subsection (7), shall not, without obtaining an order of the Court, pay out any creditor to the exclusion of any other creditor of the foreign company; and
(c)must, unless otherwise ordered by the Court, only recover and realise the assets of the foreign company in Singapore and, subject to paragraph (b) and subsection (7) —
(i)in a case where the foreign company is, or was prior to the liquidation or dissolution carrying on business as, a relevant company, pay the net amount so recovered and realised to the liquidator of that foreign company for the place where it was formed or incorporated after paying any debts and satisfying any liabilities incurred in Singapore by the foreign company; or
(ii)in any other case, pay the net amount so recovered and realised to the liquidator of that foreign company for the place where it was formed or incorporated.
[Act 15 of 2017 wef 23/05/2017]
(4)  Where a foreign company has been wound up so far as its assets in Singapore are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered in pursuance of subsection (3).
(4A)  A liquidator of a foreign company appointed for Singapore by the Court or a person exercising the powers and functions of such a liquidator must, before paying any amount so recovered and realised in Singapore to the liquidator of that foreign company for the place where it was formed or incorporated, be satisfied that the interests of creditors in Singapore are adequately protected.
[Act 15 of 2017 wef 23/05/2017]
(5)  On receipt of a notice from an authorised representative that the foreign company has been dissolved, the Registrar shall record in the register that the foreign company has been dissolved.
[Act 36 of 2014 wef 03/01/2016]
(6)  [Deleted by Act 36 of 2014 wef 03/01/2016]
(7)  Section 328 shall apply to a foreign company wound up or dissolved pursuant to this section as if for references to a company there were substituted references to a foreign company.
(8)  The Registrar shall strike the name of a foreign company off the register if the Registrar is satisfied that the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against the national security or interest.
[Act 36 of 2014 wef 03/01/2016]
(9)  The Registrar may strike the name of a foreign company off the register if —
(a)the Registrar has reasonable cause to believe that the company has ceased to carry on business or to have a place of business in Singapore; or
(b)the company has failed to appoint an authorised representative within 6 months after the date of the death of its sole authorised representative.
[Act 36 of 2014 wef 03/01/2016]
(10)  The Registrar may strike the name of a foreign company off the register upon the application of the sole authorised representative of the foreign company in the prescribed form if the Registrar is satisfied that —
(a)the sole authorised representative has given notice in writing to the foreign company that he desires to resign and has lodged a notice under section 370(3) with the Registrar, but the company has failed to respond or appoint another authorised representative within 12 months after the date of lodgment of the notice; or
(b)the foreign company has failed to give instructions with respect to a written request from the sole authorised representative for instructions as to whether the company wishes to cancel or continue its registration under this Act within 12 months after the date the written request was sent.
[Act 36 of 2014 wef 03/01/2016]
(11)  Without prejudice to the generality of subsection (9)(a), in determining whether there is reasonable ground to believe that a company is not carrying on business under that subsection, the Registrar may have regard to such circumstances as may be prescribed.
[Act 36 of 2014 wef 03/01/2016]
(12)  For the purposes of subsections (9) and (10), the provisions of this Act relating to the striking off the register of the name of a defunct company shall, with such adaptations as are necessary, extend and apply accordingly.
[Act 36 of 2014 wef 03/01/2016]
(13)  Any person aggrieved by the decision of the Registrar under subsection (8), (9) or (10) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final.
[Act 36 of 2014 wef 03/01/2016]
(14)  In this section, “relevant company” means a foreign company that is any of the following:
(a)a bank licensed under section 7 of the Banking Act (Cap. 19);
(b)a merchant bank, or any other financial institution, approved under section 28 of the Monetary Authority of Singapore Act (Cap. 186);
(c)a finance company licensed under section 6 of the Finance Companies Act (Cap. 108);
(d)a person licensed to carry on a remittance business under section 8 of the Money‑changing and Remittance Businesses Act (Cap. 187);
(e)a licensed insurer licensed under section 8 of the Insurance Act (Cap. 142);
(f)a recognised market operator as defined in section 2(1) of the Securities and Futures Act (Cap. 289);
(g)a licensed foreign trade repository as defined in section 2(1) of the Securities and Futures Act;
(h)a recognised clearing house as defined in section 2(1) of the Securities and Futures Act;
(i)an approved holding company as defined in section 2(1) of the Securities and Futures Act;
(j)a holder of a capital markets services licence granted under section 86 of the Securities and Futures Act that does not only carry on the business of providing credit rating services;
(k)a Registered Fund Management Company as defined in the Securities and Futures (Licensing and Conduct of Business) Regulations (Cap. 289, Rg 10);
(l)a financial adviser licensed under section 13 of the Financial Advisers Act (Cap. 110);
(m)a licensed trust company licensed under section 5 of the Trust Companies Act (Cap. 336);
(n)an operator of a designated payment system designated under section 7 of the Payment Systems (Oversight) Act (Cap. 222A);
(o)an approved holder of a widely accepted stored value facility approved under section 35 of the Payment Systems (Oversight) Act.
[Act 15 of 2017 wef 23/05/2017]