Power to compromise with creditors, members and holders of units of shares
210.—(1)  Where a compromise or an arrangement is proposed between —
(a)a company and its creditors or any class of them;
(b)a company and its members or any class of them; or
(c)a company and holders of units of shares of the company or any class of them,
the Court may, on the application in a summary way of any person referred to in subsection (2), order a meeting of the creditors, the members of the company, the holders of units of shares of the company, or a class of such persons, to be summoned in such manner as the Court directs.
[Act 36 of 2014 wef 03/01/2016]
(2)  The persons referred to in subsection (1) are —
(a)in the case of a company being wound up, the liquidator; and
(b)in any other case —
(i)the company; or
(ii)any creditor, member or holder of units of shares of the company.
[Act 36 of 2014 wef 03/01/2016]
(3)  A meeting held pursuant to an order made under subsection (1) may be adjourned from time to time if the resolution for the adjournment is approved by a majority in number representing three-fourths in value of —
(a)the creditors or class of creditors;
(b)the members or class of members; or
(c)the holders of units of shares or class of holders of units of shares,
present and voting either in person or by proxy at the meeting.
[Act 36 of 2014 wef 03/01/2016]
(3AA)  If the conditions set out in subsection (3AB) are satisfied, a compromise or an arrangement shall be binding —
(a)in the case of a company in the course of being wound up, on the liquidator and contributories of the company, and on all —
(i)the creditors or class of creditors;
(ii)the members or class of members; or
(iii)the holders of units of shares or class of holders of units of shares,
as the case may be; or
[Act 35 of 2018 wef 01/10/2018]
(b)in the case of any other company, on the company and on all —
(i)the creditors or class of creditors;
(ii)the members or class of members; or
(iii)the holders of units of shares or class of holders of units of shares,
as the case may be.
[Act 36 of 2014 wef 03/01/2016]
(3AB)  The conditions referred to in subsection (3AA) are as follows:
(a)unless the Court orders otherwise, a majority in number of —
(i)the creditors or class of creditors;
(ii)the members or class of members; or
(iii)the holders of units of shares or class of holders of units of shares,
present and voting either in person or by proxy at the meeting or the adjourned meeting agrees to the compromise or arrangement;
(b)the majority in number referred to, or such number as the Court may order, under paragraph (a) represents three-fourths in value of —
(i)the creditors or class of creditors;
(ii)the members or class of members; or
(iii)the holders of units of shares or class of holders of units of shares,
present and voting either in person or by proxy at the meeting or the adjourned meeting, as the case may be; and
(c)the compromise or arrangement is approved by order of the Court.
[Act 36 of 2014 wef 03/01/2016]
(3A)  Where the company is a banking corporation or licensed insurer, as the case may be, the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act (Cap. 186) shall have the same powers and rights as a creditor of the company under the Companies Act including the right to appear and be heard before a Court in any proceedings under this section, but shall not have the right to vote at any meeting summoned under this section.
[16/2011 wef 01/05/2011]
[1/2007 wef 31/03/2007]
[Act 11 of 2013 wef 18/04/2013]
(4)  Subject to subsection (4A), the Court may grant its approval to a compromise or arrangement subject to such alterations or conditions as it thinks just.
[1/2007 wef 31/03/2007]
(4A)  The Court shall not approve any compromise or arrangement which has been proposed for the purposes of or in connection with any scheme referred to in section 212(1) under which the whole or any part of the undertaking or the property of a banking corporation incorporated in Singapore or licensed insurer incorporated in Singapore is to be transferred, unless the Minister charged with the responsibility for banking or insurance matters, as the case may be, has consented to the compromise or arrangement or has certified that his consent is not required.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(5)  An order under subsection (3AB)(c) shall have no effect until a copy of the order is lodged with the Registrar, and upon being so lodged, the order shall take effect on and from the date of lodgment or such earlier date as the Court may determine and as may be specified in the order.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
(6)  Subject to subsection (7), a copy of every order made under subsection (3AB)(c) shall be annexed to every copy of the constitution of the company issued after the order has been made.
[Act 36 of 2014 wef 03/01/2016]
(7)  The Court may, by order, exempt a company from compliance with the requirements of subsection (6) or determine the period during which the company shall so comply.
(8)  Where any such compromise or arrangement (whether or not for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any 2 or more companies) has been proposed, the directors of the company shall —
(a)if a meeting of the members of the company by resolution so directs, instruct such accountants or solicitors or both as are named in the resolution to report on the proposals and forward their report or reports to the directors as soon as possible; and
(b)make such report or reports available at the registered office of the company for inspection by the shareholders, creditors and holders of units of shares of the company at least 7 days before the date of any meeting ordered by the Court to be summoned as provided in subsection (1).
[Act 36 of 2014 wef 03/01/2016]
(9)  Every company which makes default in complying with subsection (6) or (8) and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]
Power of Court to restrain proceedings
(10)  Where no order has been made or resolution passed for the winding up of a company and any such compromise or arrangement has been proposed between the company and its creditors or any class of such creditors, the Court may, in addition to any of its powers, on the application in a summary way of the company or of any member, creditor or holder of units of shares of the company restrain further proceedings in any action or proceeding against the company except by leave of the Court and subject to such terms as the Court imposes.
[Act 36 of 2014 wef 03/01/2016]
(10A)  Where the terms of any compromise or arrangement approved under this section provides for any money or other consideration to be held by or on behalf of any party to the compromise or arrangement in trust for any person, the person holding the money or other consideration may, after the expiration of 2 years and shall before the expiration of 10 years from the date on which the money or other consideration was received by the person, transfer the money or other consideration to the Official Receiver.
[Act 36 of 2014 wef 01/07/2015]
(10B)  The Official Receiver shall —
(a)deal with any moneys received under subsection (10A) as if the moneys were paid to him under section 322; and
(b)sell or dispose of any other consideration received under subsection (10A) in such manner as he thinks fit and shall deal with the proceeds of such sale or disposal as if it were moneys paid to him under section 322.
[Act 36 of 2014 wef 01/07/2015]
(11)  In this section —
“arrangement” includes a reorganisation of the share capital of a company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both these methods;
“company” means any corporation liable to be wound up under this Act;
[Act 36 of 2014 wef 03/01/2016]
“holder of units of shares” does not include a person who holds units of shares only beneficially.
[Act 36 of 2014 wef 03/01/2016]
[UK, 1948, s. 206; Aust., 1961, s. 181]