Circumstances in which company may be wound up by Court
125.—(1)  The Court may order the winding up of a company if —
(a)the company has by special resolution resolved that it be wound up by the Court;
(b)default is made by the company in lodging the statutory report or in holding the statutory meeting;
(c)the company does not commence business within a year after its incorporation, or suspends its business for a whole year;
(d)the company has no member;
(e)the company is unable to pay its debts;
(f)the directors have acted in the affairs of the company in their own interests rather than in the interests of the members as a whole, or in any other manner which appears to be unfair or unjust to other members;
(g)an inspector appointed under Part 9 of the Companies Act 1967 has reported that he or she is of the opinion —
(i)that the company cannot pay its debts and should be wound up; or
(ii)that it is in the interests of the public, the shareholders or the creditors that the company should be wound up;
(h)the period (if any) fixed for the duration of the company by the constitution of the company expires or, where the constitution of the company provides that the company is to be dissolved on the occurrence of an event, that event happens;
(i)the Court is of the opinion that it is just and equitable that the company be wound up;
(j)the company has held a licence under any written law relating to banking, and that licence has been revoked or has expired and has not been renewed;
(k)the company is carrying on or has carried on banking business in Singapore in contravention of the provisions of any written law relating to banking;
(l)the company has carried on multi-level marketing or pyramid selling in contravention of the Multi‑Level Marketing and Pyramid Selling (Prohibition) Act 1973;
(m)the company, being a foreign corporate entity that was registered as a company limited by shares under section 359(1) of the Companies Act 1967 subject to conditions, has breached any of the conditions of registration imposed under section 359(2) of that Act; or
(n)the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against national security or interest.
(2)  A 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, by leaving at the registered office of the company, a written demand by the creditor or the creditor’s lawfully authorised agent 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 reasonable satisfaction of the creditor;
(b)an enforcement order or other process issued to enforce 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
[Act 25 of 2021 wef 01/04/2022]
(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 must take into account the contingent and prospective liabilities of the company.
(3)  On an application for winding up a company on the ground specified in subsection (1)(f) or (i), instead of making an order for the winding up, the Court may, if it is of the opinion that it is just and equitable to do so, make an order for the interests in shares of one or more members to be purchased by the company, or by one or more other members, on terms to the satisfaction of the Court.
(4)  For the purpose of subsection (1)(n), a certificate issued by the Minister charged with the responsibility for internal security, stating that the Minister is satisfied that the company mentioned in the certificate is being used for purposes against national security or interest, is conclusive evidence that the company is being used for such purposes.
(5)  Upon the making of an application by the Minister under section 124(1)(g) for the winding up of a company under subsection (1)(n) on the ground that the company is being used for purposes against national security or interest, the Court may, upon the application of that Minister, pending the hearing of the winding up application or the making of a winding up order, make —
(a)an order restraining all or any of the following from doing any act or from carrying out any activity specified in the order:
(i)the company;
(ii)the company’s directors;
(iii)the chief executive officer;
(iv)officers or employees of the company; and
(b)such other interim orders as the Court thinks fit.
(6)  Any person who acts in contravention of an order made by the Court under subsection (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(7)  The Minister may, by order in the Gazette, amend subsection (2)(a) by substituting a different sum for the sum for the time being specified in that provision.