Winding up of unregistered companies
246.—(1)  Subject to this Division, any unregistered company may be wound up under Parts 8 and 9, which apply to an unregistered company with the following adaptations:
(a)the principal place of business of the unregistered company in Singapore is for all the purposes of the winding up the registered office of the company;
(b)the unregistered company must not be wound up voluntarily;
(c)the circumstances in which the unregistered company may be wound up are —
(i)if the company is dissolved or has ceased to have a place of business in Singapore or has a place of business in Singapore only for the purpose of winding up its affairs or has ceased to carry on business in Singapore;
(ii)if the company is unable to pay its debts; or
(iii)if the Court is of the opinion that it is just and equitable that the company should be wound up;
(d)where the unregistered company is a foreign company, it may be wound up only if it has a substantial connection with Singapore.
(2)  An unregistered company is deemed to be unable to pay its debts if —
(a)a creditor by assignment or otherwise to whom the company is indebted in a sum exceeding $15,000 then due has served on the company —
(i)by leaving at its principal place of business in Singapore;
(ii)by delivering to the secretary or a director, manager or principal officer of the company; or
(iii)by otherwise serving in such manner as the Court approves or directs,
a demand under his or her hand requiring the company to pay the sum so due, and the company has for 3 weeks after the service of the demand neglected to pay the sum or to secure or compound for it to the satisfaction of the creditor;
(b)any action or other proceeding has been instituted against any member for any debt or demand due or claimed to be due from the company or from the member in his or her character of member, and, notice in writing of the institution of the action or proceeding having been served on the company —
(i)by leaving it at its principal place of business in Singapore;
(ii)by delivering it to the secretary or a director, manager or principal officer of the company; or
(iii)by otherwise serving it in such manner as the Court approves or directs,
the company has not within 10 days after service of the notice paid, secured or compounded for the debt or demand or procured the action or proceeding to be stayed or indemnified the defendant to the reasonable satisfaction of the defendant against the action or proceeding and against all costs, damages and expenses to be incurred by the defendant by reason of the action or proceeding;
(c)execution or other process issued on a judgment, decree or order obtained in any court in favour of a creditor against the company or any member of the company as such or any person authorised to be sued as nominal defendant on behalf of the company is returned unsatisfied; or
(d)it is otherwise proved to the satisfaction of the Court that the company is unable to pay its debts.
(3)  For the purposes of subsection (1)(d), the Court may rely on the presence of one or more of the following matters to support a determination that a foreign company has a substantial connection with Singapore:
(a)Singapore is the centre of main interests of the company;
(b)the company is carrying on business in Singapore or has a place of business in Singapore;
(c)the company is a foreign company that is registered under Division 2 of Part 11 of the Companies Act 1967;
(d)the company has substantial assets in Singapore;
(e)the company has chosen Singapore law as the law governing a loan or other transaction, or the law governing the resolution of one or more disputes arising out of or in connection with a loan or other transaction;
(f)the company has submitted to the jurisdiction of the Court for the resolution of one or more disputes relating to a loan or other transaction.
(4)  A company incorporated outside Singapore may be wound up as an unregistered company under this Division even if it is being wound up or has been dissolved or has otherwise ceased to exist as a company under the laws of the place under which it was incorporated.
(5)  The Minister may, by order, amend subsection (2)(a) by substituting a different sum for the sum for the time being specified in that provision.
(6)  In this section, “carrying on business” and “to carry on business” have the same meaning as in section 366 of the Companies Act 1967.