Comparison View

Formal Consolidation |  Amended Act 11 of 2013
General provisions as to winding up
49FO.—(1)  On an application of the Authority, the Court may, in addition to the grounds specified in section 254(1) of the Companies Act (Cap. 50), order under that Act the winding up of a company incorporated in Singapore which is carrying on or has carried on insurance or insurance broking business in Singapore if —
(a)the Authority has exercised any power under section 41(2) in relation to the company; or
(b)the company has contravened any of the provisions of this Act.
[16/2011 wef 01/05/2011]
(2)  On an application of the Authority, the Court may, in addition to the grounds specified in section 351(1) of the Companies Act, order under that Act the winding up of an unregistered company which is carrying on or has carried on insurance or insurance broking business in Singapore if —
(a)the Authority has exercised any power under section 41(2) in relation to the company;
(b)the company has been licensed or registered under this Act or under any written law repealed by this Act, and that licence or registration has been revoked or has expired and has not been renewed; or
[Act 11 of 2013 wef 18/04/2013]
(c)the company is carrying on or has carried on insurance or insurance broking business in Singapore in contravention of any provision of this Act.
[16/2011 wef 01/05/2011]
(3)  Notwithstanding sections 254(2) and 351(2) of the Companies Act (Cap. 50), on an application of the Authority for the winding up, on the ground specified in section 254(1)(e) or 351(1)(c)(ii) of the Companies Act, of a company which is carrying on or has carried on insurance or insurance broking business in Singapore, any statement of account lodged by the company with the Authority at any time during the period beginning with the close of the last financial year of the company and ending with the making of the application for the winding up which shows that the company is insolvent shall be evidence that the company is unable to pay its debts unless the Court, in its discretion, calls for further evidence on this issue.
[16/2011 wef 01/05/2011]
(4)  Notwithstanding any written law or rule of law —
(a)no person shall be appointed as a liquidator under the Companies Act of a company which is carrying on or has carried on insurance business in Singapore, without the prior written approval of the Authority; and
(b)in the case of a foreign company which is a licensed insurer which is carrying on or has carried on insurance business in Singapore, a liquidator appointed for its liquidation or dissolution at its place of incorporation or origin shall not have the powers and functions of a liquidator for Singapore unless the liquidator has been approved by the Authority, and the exercise of any power or function by the liquidator in contravention of this paragraph shall be invalid and of no effect.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(5)  For the avoidance of doubt, subsection (4)(a) shall not affect the operation of section 263(a), (d), (da) or (e) of the Companies Act (Cap. 50).
[16/2011 wef 01/05/2011]
(6)  Any approval of the Authority under subsection (4)(b) shall be subject to such conditions as the Authority may determine and the Authority may add to, vary or revoke any such conditions.
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(7)  The licensed insurer or the liquidator, as the case may be, referred to in subsection (4)(b) shall comply with the conditions referred to in subsection (6).
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(8)  Notwithstanding any written law or rule of law, a liquidator appointed in respect of a licensed insurer carrying on insurance business in Singapore shall, when winding up the licensed insurer —
(a)endeavour, as far as reasonably practicable, to sell or transfer the whole or part of the insurance business of the licensed insurer to any other insurer licensed to carry on the relevant class or classes of business;
(b)continue to carry on the insurance business of the licensed insurer until the whole insurance business is transferred to another insurer licensed to carry on the relevant class or classes of business, unless directed by the Court; and
(c)have all necessary powers to carry out the functions set out in paragraphs (a) and (b).
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(9)  The Authority may at any time appoint one or more actuaries to perform an independent assessment of, and furnish a report on, the proposed transfer of the insurance business of a company by a liquidator pursuant to subsection (8).
[16/2011 wef 01/05/2011]
(10)  The remuneration and expenses of any actuary appointed under subsection (9) shall be paid by the licensed insurer.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(11)  The Authority shall serve a copy of any report furnished under subsection (9) on the liquidator.
[16/2011 wef 01/05/2011]
(12)  Notwithstanding any written law or rule of law, where a company which is carrying on or has carried on insurance or insurance broking business in Singapore is being wound up, the Authority shall, subject to such modifications as may be necessary, have the same powers and rights as a creditor of the company under the Companies Act (Cap. 50) including the right to appear and be heard before a Court in any proceedings in the winding up.
[16/2011 wef 01/05/2011]
(13)  Without prejudice to subsection (12) and notwithstanding any written law or rule of law, where a company which is carrying on or has carried on insurance or insurance broking business in Singapore is being wound up, its liquidator (whether appointed under the Companies Act or, in the case of a foreign company, appointed at its place of incorporation or origin) shall give the Authority such information as the Authority may from time to time require about the affairs of the company or the winding up.
[16/2011 wef 01/05/2011]
(14)  Any liquidator who —
(a)without reasonable excuse, fails to comply with subsection (7) or (13); or
(b)in purported compliance with subsection (13), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(15)  The Authority shall be a party to any proceedings under the Companies Act relating to the winding up of the affairs of an insurer licensed under this Act or an insurance broker registered under this Act, and the liquidator in such a winding up shall give the Authority such information as it may from time to time require about the affairs of the insurer or insurance broker, as the case may be.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(16)  For the purposes of any proceedings under the Companies Act for the winding up of the affairs of such an insurer by the Court, the contingent and prospective liabilities of the insurer in respect of policies shall, in determining whether it is unable to pay its debts, be estimated in accordance with such rules as may be prescribed.
[16/2011 wef 01/05/2011]
(17)  If the Authority submits to the Rules Committee, established under any written law relating to the courts, proposals for making special provision under section 410 of the Companies Act in relation to insurers licensed under this Act or any description of such insurers, the Rules Committee may by rules made under that section give effect to the proposals, either as submitted or subject to such modifications as the Rules Committee may think fit.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(18)  Proposals under subsection (17), and rules made by virtue thereof, may provide for modifying or excluding, in relation to insurers so licensed, provisions of Part X of the Companies Act (Cap. 50) requiring the holding of meetings or otherwise relating to the procedure in a winding up.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(19)  In the winding up of the affairs of a licensed insurer, section 327(2) of the Companies Act (which applies bankruptcy rules in the winding up of insolvent companies), shall not apply to the valuation of liabilities in respect of policies; but in any such winding up, whether the insurer is insolvent or not, those liabilities shall be estimated in accordance with the rules prescribed under subsection (16) and, as regards matters not fixed by the rules, on a basis approved by the Court.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(20)  In a members’ voluntary winding up, the basis to be adopted as regards matters not fixed by the rules may be approved by the Authority instead of by the Court.
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(21)  References in this section to a licensed insurer shall extend also to a Singapore insurer which has ceased to be so licensed but remains under any liability in respect of Singapore policies or offshore policies.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(22)  In this section —
“Court” means the High Court or a Judge thereof;
“liquidator” includes a provisional liquidator;
“unregistered company” has the same meaning as in section 350 of the Companies Act.
[16/2011 wef 01/05/2011]
Informal Consolidation | Amended Act 31 of 2017
General provisions as to winding up
49FO.—(1)  This section is to be read together with section 54 of the Monetary Authority of Singapore Act.
[Act 31 of 2017 wef 29/10/2018]
(2)  [Deleted by Act 31 of 2017 wef 29/10/2018]
(3)  [Deleted by Act 31 of 2017 wef 29/10/2018]
(4)  [Deleted by Act 31 of 2017 wef 29/10/2018]
(5)  [Deleted by Act 31 of 2017 wef 29/10/2018]
(6)  [Deleted by Act 31 of 2017 wef 29/10/2018]
(7)  [Deleted by Act 31 of 2017 wef 29/10/2018]
(8)  Notwithstanding any written law or rule of law, a liquidator appointed in respect of a licensed insurer carrying on insurance business in Singapore shall, when winding up the licensed insurer —
(a)endeavour, as far as reasonably practicable, to sell or transfer the whole or part of the insurance business of the licensed insurer to any other insurer licensed to carry on the relevant class or classes of business;
(b)continue to carry on the insurance business of the licensed insurer until the whole insurance business is transferred to another insurer licensed to carry on the relevant class or classes of business, unless directed by the Court; and
(c)have all necessary powers to carry out the functions set out in paragraphs (a) and (b).
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(9)  The Authority may at any time appoint one or more actuaries to perform an independent assessment of, and furnish a report on, the proposed transfer of the insurance business of a company by a liquidator pursuant to subsection (8).
[16/2011 wef 01/05/2011]
(10)  The remuneration and expenses of any actuary appointed under subsection (9) shall be paid by the licensed insurer.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(11)  The Authority shall serve a copy of any report furnished under subsection (9) on the liquidator.
[16/2011 wef 01/05/2011]
(12)  [Deleted by Act 31 of 2017 wef 29/10/2018]
(13)  [Deleted by Act 31 of 2017 wef 29/10/2018]
(14)  [Deleted by Act 31 of 2017 wef 29/10/2018]
(15)  The Authority shall be a party to any proceedings under the Companies Act relating to the winding up of the affairs of an insurer licensed under this Act or an insurance broker registered under this Act, and the liquidator in such a winding up shall give the Authority such information as it may from time to time require about the affairs of the insurer or insurance broker, as the case may be.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(16)  For the purposes of any proceedings under the Companies Act for the winding up of the affairs of such an insurer by the Court, the contingent and prospective liabilities of the insurer in respect of policies shall, in determining whether it is unable to pay its debts, be estimated in accordance with such rules as may be prescribed.
[16/2011 wef 01/05/2011]
(17)  If the Authority submits to the Rules Committee, established under any written law relating to the courts, proposals for making special provision under section 410 of the Companies Act in relation to insurers licensed under this Act or any description of such insurers, the Rules Committee may by rules made under that section give effect to the proposals, either as submitted or subject to such modifications as the Rules Committee may think fit.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(18)  Proposals under subsection (17), and rules made by virtue thereof, may provide for modifying or excluding, in relation to insurers so licensed, provisions of Part X of the Companies Act (Cap. 50) requiring the holding of meetings or otherwise relating to the procedure in a winding up.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(19)  In the winding up of the affairs of a licensed insurer, section 327(2) of the Companies Act (which applies bankruptcy rules in the winding up of insolvent companies), shall not apply to the valuation of liabilities in respect of policies; but in any such winding up, whether the insurer is insolvent or not, those liabilities shall be estimated in accordance with the rules prescribed under subsection (16) and, as regards matters not fixed by the rules, on a basis approved by the Court.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(20)  In a members’ voluntary winding up, the basis to be adopted as regards matters not fixed by the rules may be approved by the Authority instead of by the Court.
[16/2011 wef 01/05/2011]
(21)  References in this section to a licensed insurer shall extend also to a Singapore insurer which has ceased to be so licensed but remains under any liability in respect of Singapore policies or offshore policies.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(22)  In this section —
“Court” means the High Court or a Judge thereof;
“liquidator” includes a provisional liquidator;
“unregistered company” has the same meaning as in section 350 of the Companies Act.
[16/2011 wef 01/05/2011]