Insolvency, Restructuring and Dissolution Act 2018
Table of Contents
Long Title
Part 1 PRELIMINARY
1 Short title and commencement
2 General interpretation
Part 2 JURISDICTION, POWERS AND PROCEDURE OF COURT
3 General Division of High Court to be court that has jurisdiction in corporate and individual insolvency, etc.
4 Exercise of jurisdiction in chambers
5 Jurisdiction of Registrar under this Act
6 General powers of Court under this Act
7 Power to review orders
8 Appeals under this Act
9 Criminal jurisdiction of District and Magistrate’s Courts
10 Where no specific procedure provided
11 Power to adjourn proceedings
12 Power to amend written process, etc.
13 Power to extend time
14 Manner of taking evidence
15 Costs to be in Court’s discretion
Part 3 OFFICIAL ASSIGNEE, OFFICIAL RECEIVER AND INSOLVENCY PRACTITIONERS
16 Appointment of Official Assignee
17 Appointment of Official Receiver
18 Removal of Official Assignee or Official Receiver
19 Official names of Official Assignee and Official Receiver
20 Delegation of powers and functions by Official Assignee and Official Receiver
21 Official Assignee and Official Receiver deemed to be public servants
22 General duties of Official Assignee as regards bankrupt’s conduct and affairs
23 General duties of Official Assignee as regards estate of bankrupt
24 Discretion of Official Assignee in administration of estate of bankrupt
25 Power to administer oaths
26 Official Assignee’s accounts
27 Records to be kept by Official Assignee
28 Bankruptcy Estates Account and Debt Repayment Schemes Account
29 Investment of surplus funds in Bankruptcy Estates Account and Debt Repayment Schemes Account
30 Official Assignee to furnish list of creditors
31 Control of Court over Official Assignee
32 Control of Official Receiver by Minister
33 Review by Court of Official Assignee’s act, omission or decision
34 Liability of Official Assignee, etc.
35 Liability of Official Receiver, etc.
36 Appointment of person other than Official Assignee as trustee in bankruptcy
37 Qualifications for appointment as trustee in bankruptcy
38 Person appointed as trustee in bankruptcy to furnish security before acting
39 General functions, duties and powers of trustee in bankruptcy
40 Trustee in bankruptcy to pay moneys received into prescribed bank account
41 Remuneration of trustee in bankruptcy
42 Control of trustee in bankruptcy by Official Assignee
43 Review by Court of trustee in bankruptcy’s act, omission or decision
44 Removal of trustee in bankruptcy
45 Vacancy in office of trustee in bankruptcy
46 Liability of trustee in bankruptcy
47 Acting as insolvency practitioner
48 Person not to act as insolvency practitioner without licence
49 Licensing officer and assistant licensing officers
50 Eligibility of individual to hold insolvency practitioner’s licence
51 Grant and renewal of licence
52 Conditions of licence
53 Form and validity of licence
54 Register of licensed insolvency practitioners
55 Licensed insolvency practitioner not to act under certain circumstances
56 Revocation, cancellation or suspension of licence, etc.
57 Power to require documents or information
58 Power to issue written directions
59 Appeal to Minister
60 Composition of offences
Part 4 CORPORATE INSOLVENCY, RESTRUCTURING AND DISSOLUTION — PRELIMINARY
61 Interpretation of Parts 4 to 12
62 Matters constituting affairs of company
Part 5 SCHEME OF ARRANGEMENT
63 Application of this Part
64 Power of Court to restrain proceedings, etc., against company
65 Power of Court to restrain proceedings, etc., against subsidiary or holding company
66 Restraint of disposition of property, etc., during moratorium period
67 Super priority for rescue financing
68 Filing, inspection and adjudication of proofs of debt
69 Power of Court to order re‑vote
70 Power of Court to cram down
71 Power of Court to approve compromise or arrangement without meeting of creditors
72 Power of Court to review act, omission or decision, etc., after approval, etc., of compromise or arrangement
Part 5A SIMPLIFIED RESTRUCTURING OF DEBTS
72A Interpretation of this Part
72B Period of application of Part and prescribed period
72C Establishment of simplified debt restructuring programme
72D Appointment of qualified persons and Restructuring Advisors
72E Application by company
72F Requirements for acceptance into simplified debt restructuring programme
72G Notices of application and objection, etc.
72H Direction by Minister
72I Deposit payable by applicant company
72J Publication of notice of acceptance or rejection, etc.
72K Restraint of proceedings and disposition of property, etc., during specified period
72L Duties of Restructuring Advisor
72M Power of Court to approve compromise or arrangement without meeting of creditors
72N Authorised officer may act on behalf of company (in simplified debt restructuring) in application and proceedings under section 72M
72O Orders pending appeal
72P Application of section 72
72Q Discharge from simplified debt restructuring programme
72R Modification of section 205
72S Modification of section 226
72T Application of section 440
72U Power to prescribe further modifications and amendments
72V Regulations for this Part
Part 6 CORPORATE INSOLVENCY — RECEIVERSHIP
73 Application of this Part
74 Disqualification from appointment as receiver or manager
75 Liability of receiver or manager
76 Application for directions
77 Liability for invalid appointment of receiver or manager
78 Power of Court to fix remuneration of receivers or managers
79 Appointment of liquidator as receiver or manager
80 Time from which appointment of receiver or manager is effective
81 Notification of appointment of receiver or manager
82 Statement that receiver or manager is appointed
83 Provisions as to information where receiver or manager is appointed
84 Special provisions as to statement submitted to receiver or manager
85 Lodging of accounts of receivers or managers
86 Payments of certain debts out of property subject to floating charge in priority to claims under charge
87 Enforcement of duty of receiver or manager, etc., to make returns
Part 7 JUDICIAL MANAGEMENT
88 Interpretation of this Part
89 Purpose of judicial management and judicial manager
90 Application to Court for company to be placed under judicial management and for appointment of judicial manager
91 Power of Court to make judicial management order and appoint judicial manager
92 Power of Court to appoint interim judicial manager
93 Restrictions on acts of company pending hearing of judicial management application
94 Judicial management by resolution of creditors
95 Effect of application for judicial management order or filing of written notice of appointment of interim judicial manager
96 Effect of company entering judicial management
97 Notification of judicial management
98 Vacancy in appointment of judicial manager or interim judicial manager
99 General powers and duties of judicial manager
100 Power to deal with charged property, etc.
101 Super priority for rescue financing
102 Agency and liability for contracts
103 Suspension of requirements to call annual general meeting and to file annual returns and audited accounts
104 Vacation of office and release
105 Information to be given by judicial manager
106 Company’s statement of affairs
107 Statement of proposals
108 Consideration of proposals by creditors’ meeting
109 Committee of creditors
110 Duty to manage company’s affairs, etc., in accordance with approved proposals
111 End of judicial management
112 Duty to apply for discharge from judicial management
113 Application to Court for approval of remuneration and expenses of former judicial manager
114 Order of priority for expenses of judicial manager and interim judicial manager
115 Protection of interests of creditors and members
116 Trade union representation on behalf of members who are creditors and employees of company
117 Application of certain provisions in Companies Act 1967 and Part 5 to company under judicial management
118 Transition from judicial management to winding up
Part 8 WINDING UP
119 Modes of winding up and application of this Division
120 Government bound by certain provisions
121 Liability of present and past members as contributories, and unlimited liability of directors
122 Nature of liability of contributory
123 Contributories in case of death or bankruptcy of member
124 Application for winding up
125 Circumstances in which company may be wound up by Court
126 Commencement of winding up
127 Payment of preliminary costs, etc.
128 Powers of Court on hearing winding up application
129 Power to stay or restrain proceedings against company
130 Avoidance of dispositions of property and certain attachments, etc.
131 Winding up application to be lis pendens
132 Copy of order to be lodged, etc.
133 Effect of winding up order
134 Appointment, style, etc., of liquidators
135 Nomination and consent of liquidator
136 Provisions where person other than Official Receiver is appointed liquidator
137 Control of liquidators by Official Receiver
138 Provisional liquidator
139 General provisions as to liquidators
140 Custody and vesting of company’s property
141 Statement of company’s affairs to be submitted to Official Receiver
142 Statements of concurrence
143 Report by liquidator
144 Powers of liquidator
145 Exercise and control of liquidator’s powers
146 Payment by liquidator into bank
147 Release of liquidators and dissolution of company
148 Final account and dissolution
149 As to orders for release or dissolution
150 Meetings to determine whether committee of inspection to be appointed
151 Constitution and proceedings of committee of inspection
152 Settlement of list of contributories and application of assets
153 Payment of debts due by contributory and extent to which set‑off allowed, etc.
154 Appointment of special manager
155 Claims of creditors and distribution of property
156 Inspection of books and papers by creditors and contributories
157 Power to arrest absconding contributory, director or former director
158 Delegation to liquidator of certain powers of Court
159 Powers of Court cumulative
160 Circumstances in which company may be wound up voluntarily
161 Provisional liquidator and commencement of voluntary winding up
162 Effect of voluntary winding up
163 Declaration of solvency
164 Liquidator
165 Duty of liquidator to call creditors’ meeting, and alternative provisions as to annual meetings, in case of insolvency
166 Meeting of creditors
167 Liquidator
168 Liquidator’s right to request for statements of concurrence
169 Committee of inspection
170 Property and proceedings
171 Powers of provisional liquidator prior to creditors’ meeting
172 Distribution of property of company
173 Appointment of liquidator
174 Removal of liquidator
175 Review of liquidator’s remuneration
176 Act of liquidator valid, etc.
177 Powers and duties of liquidator
178 Power of liquidator to accept shares, etc., as consideration for sale of property of company
179 Annual meeting of members and creditors
180 Final account and dissolution
181 Application to Court to have questions determined or powers exercised
182 No liquidator appointed or nominated by company
183 Costs
184 Limitation on right to wind up voluntarily
185 Summoning, proof of notice, and quorum of meetings
186 Power to stay or terminate winding up
187 Arrangement when binding on creditors
188 Books to be kept by liquidator, control of Court over liquidators, and delivery of property to liquidator
189 Powers of Official Receiver where no committee of inspection
190 Appeal against decision of liquidator
191 Notice of appointment and address of liquidator
192 Liquidator’s accounts
193 Liquidator to make good defaults
194 Notification that company is in liquidation
195 Books and papers of company and liquidator
196 Investment of surplus funds on general account
197 Unclaimed assets to be paid to Official Receiver
198 Outstanding assets of company wound up on grounds of national security or interest
199 Expenses of winding up where assets insufficient
200 Resolutions passed at adjourned meetings of creditors and contributories
201 Meetings to ascertain wishes of creditors or contributories
202 Special commission for receiving evidence
203 Priority of debts
204 Funding by creditors
205 Transfer or assignment of company’s property to trustees
206 Restriction of rights of creditor as to enforcement order or attachment
207 Duties of bailiff as to goods taken under or pursuant to enforcement order
208 Power of Court to declare dissolution of company void
209 Early dissolution of company administered by Official Receiver when Official Receiver is liquidator
210 Early dissolution of company administered by liquidator other than Official Receiver
211 Application for order in early dissolution of company administered by Official Receiver or liquidator
212 Official Receiver to act as representative of defunct company in certain events
213 Outstanding assets of defunct company to vest in Official Receiver
214 Disposal of outstanding interests in property
215 Liability of Official Receiver and Government as to property vested in Official Receiver
216 Accounts and audit
Part 9 PROVISIONS APPLICABLE IN JUDICIAL MANAGEMENT AND WINDING UP
217 Interpretation of this Part
218 Description of debts provable in judicial management or winding up
219 Mutual credit and set-off
220 Regulations as to proof of debts
221 Contracts to which company is party
222 Interest on debts
223 Realisation of security
224 Transactions at undervalue
225 Unfair preferences
226 Relevant time under sections 224 and 225
227 Orders under sections 224 and 225
228 Extortionate credit transactions
229 Avoidance of certain floating charges
230 Power to disclaim onerous property
231 Disclaimer of leaseholds
232 Court order vesting disclaimed property
233 Order under section 232 in relation to leaseholds
234 Offences by officers of companies in judicial management or in liquidation
235 Inducement to be appointed judicial manager or liquidator
236 Penalty for destruction, falsification, etc., of books
237 Liability where proper accounts not kept
238 Responsibility for fraudulent trading
239 Responsibility for wrongful trading
240 Power of Court to assess damages against delinquent officers, etc.
241 Prosecution of delinquent officers and members of company
242 Getting in company’s property
243 Duty to cooperate with judicial manager and liquidator
244 Inquiry into company’s dealings, etc.
Part 10 WINDING UP OF UNREGISTERED COMPANIES AND LIQUIDATION OR DISSOLUTION OF FOREIGN COMPANIES
245 Preliminary
246 Winding up of unregistered companies
247 Contributories in winding up of unregistered company
248 Power of Court to stay or restrain proceedings
249 Outstanding assets of defunct unregistered company
250 Liquidation, dissolution, etc., of foreign company in its place of incorporation
Part 10A SIMPLIFIED WINDING UP
250A Interpretation of this Part
250B Period of application of Part and prescribed period
250C Establishment of simplified winding up programme
250D Application by company
250E Statement of affairs by company making application
250F Requirements for acceptance into the simplified winding up programme
250G Notices of application and objection, etc.
250H Direction by Minister
250I Deposit payable by applicant company
250J Publication of notice of acceptance or rejection, etc.
250K Effect of acceptance into simplified winding up programme
250L Modifications and disapplication of certain provisions of Parts 8 and 9
250M Special managers
250N When company is discharged from simplified winding up programme
250O Winding up by Court of company
250P Notification of discharge, etc.
250Q Power to prescribe further disapplications or make further modifications
250R Regulations for this Part
Part 11 CROSS-BORDER INSOLVENCY
251 Interpretation of this Part
252 Model Law to have force of law
253 Interaction with Singapore insolvency law
Part 12 GENERAL PROVISIONS APPLICABLE TO PARTS 4 TO 11
254 Registers, etc.
255 Electronic transaction system
256 Rectification by Court
257 Rectification by Registrar of Companies on application
258 Rectification or updating on initiative of Registrar of Companies
259 Enforcement of duty to make returns
260 Relodging of lost registered documents
261 Size, durability and legibility of documents delivered to Registrar of Companies
262 False and misleading statement
263 Power to grant relief
264 Irregularities
265 Translations of instruments, etc.
266 General penalty provisions
267 Default penalties
268 Powers of enforcement
269 Proceedings how and when taken
270 Injunctions
271 Composition of offences
272 Appeal
Part 13 BANKRUPTCY — PRELIMINARY
273 Interpretation of Parts 13 to 21
274 Power of arrest and seizure
Part 14 VOLUNTARY ARRANGEMENTS
275 This Part not applicable to undischarged bankrupts
276 Interim order of Court
277 Nominee
278 Effect of application
279 Conditions for making of interim order
280 Nominee’s report on debtor’s proposal
281 Summoning of creditors’ meeting
282 Decision of creditors’ meeting
283 Report of decisions to Court
284 Effect of approval
285 Review of decision of creditors’ meeting
286 Implementation and supervision of approved voluntary arrangement
287 Consequence of failure by debtor to comply with voluntary arrangement
Part 15 DEBT REPAYMENT SCHEME
288 Interpretation of this Part
289 Referral by Court
290 Debtor’s statement of affairs and proposal for repayment of debts, and creditors’ proofs of debts
291 Approval of debt repayment plan
292 Commencement and administration of debt repayment scheme
293 Moratorium under debt repayment scheme, etc.
294 Proving of debts under debt repayment scheme
295 Modification of debt repayment plan
296 Priority of debts and interest on debts
297 Payment and distribution of moneys under debt repayment scheme
298 Cessation of debt repayment scheme
299 Certificate of inapplicability of debt repayment scheme
300 Certificate of failure of debt repayment scheme
301 Certificate of completion of debt repayment scheme
302 Revocation of certificate of completion of debt repayment scheme
303 Duties of debtor
304 Appeal Panel and Appeal Panel Committee
305 Validity of things done under debt repayment scheme
306 Offences
Part 16 PROCEEDINGS IN BANKRUPTCY
307 Persons who may make creditor’s bankruptcy application
308 Persons who may make debtor’s bankruptcy application
309 Bankruptcy order
310 Conditions to be satisfied in respect of debtor
311 Grounds of bankruptcy application
312 Presumption of inability to pay debts
313 Where applicant for bankruptcy order is secured creditor
314 Expedited bankruptcy application
315 Power of Court to stay or dismiss proceedings on bankruptcy application
316 Proceedings on creditor’s bankruptcy application
317 Proceedings on bankruptcy application by nominee or creditor bound by voluntary arrangement
318 Proceedings on debtor’s bankruptcy application
318A Proceedings on certain bankruptcy applications
319 Consolidation of bankruptcy applications
320 Power to dismiss application against some respondents only
321 Power to change conduct of proceedings
322 Continuance of proceedings on death of debtor
323 Withdrawal of bankruptcy application
324 Appointment of interim receiver
325 Power to stay proceedings against person or property of debtor
Part 17 ADMINISTRATION IN BANKRUPTCY
326 Commencement and duration of bankruptcy
327 Effect of bankruptcy order
328 Restrictions on dispositions of property by bankrupt
329 Description of bankrupt’s property divisible amongst creditors
330 Meeting of creditors
331 Creditors’ committee
332 Bankrupt’s statement of affairs
333 Bankrupt to submit accounts
334 Powers of Official Assignee to examine persons, etc.
335 Examination of bankrupt and others
336 Power of Court following examination of bankrupt and others
337 Unenforceability of liens on books, etc.
338 Official Assignee to settle list of debtors to bankrupt’s estate
339 Determination of monthly contribution and target contribution
340 Review by Court of determination of monthly contribution and target contribution
341 Power of Court to vary monthly contribution and target contribution
342 Power of Official Assignee to reduce monthly contribution and target contribution
343 Review by Court of decision of Official Assignee under section 342
344 Review by Official Assignee of administration by trustee in bankruptcy
345 Description of debts provable in bankruptcy
346 Mutual credit and set‑off
347 Creditors to file proof of debts within time limited
348 Surrender of security for non-disclosure
349 Valuation of property
350 Failure to comply
351 Regulations as to proof of debts
352 Priority of debts
353 Payment of partnership debts
354 Right of landlord to distrain for rent
355 Contracts to which bankrupt is party
356 Interest on debts
357 Creditors may accept composition or scheme by special resolution
358 Discharge or annulment of bankruptcy order by certificate of Official Assignee where composition or scheme accepted by creditors
359 Effect of composition or scheme
360 Provisions as to second or subsequent bankruptcy, etc.
361 Transactions at undervalue
362 Unfair preferences
363 Relevant time under sections 361 and 362
364 Meaning of associate
365 Orders under sections 361 and 362
366 Extortionate credit transactions
367 Restriction of rights of creditor under enforcement order or attachment
368 Duties of Sheriff as to property taken under or pursuant to enforcement order
369 Possession of property by Official Assignee
370 Seizure of bankrupt’s property held by bankrupt or other person
371 Payment of monthly contribution
372 Appropriation of portion of pay or salary to creditors
373 Power to disclaim onerous property
374 Disclaimer of leaseholds
375 Court order vesting disclaimed property
376 Order under section 375 in relation to leaseholds
377 Power of Official Assignee to deal with property
378 General powers of Official Assignee
379 Power to appoint special manager
380 Power to allow bankrupt to manage property and make allowance to bankrupt, etc.
381 Re-direction of bankrupt’s letters, etc.
382 Power to impound passport, etc., of bankrupt
383 Incurring expenses where property insufficient
384 Official Assignee not to incur further expenses if majority in value of debts owed to institutional creditors
385 Distribution by means of dividend
386 Claims by unsatisfied creditors
387 Final distribution
388 Joint and separate dividends
389 No action for dividend
390 Payment of interest exceeding what is allowed under section 356 out of surplus
391 Right of bankrupt to surplus
Part 18 ANNULMENT AND DISCHARGE
392 Court’s power to annul bankruptcy order
393 Annulment of bankruptcy order by certificate of Official Assignee where debts and expenses fully paid
394 Discharge by Court
395 Discharge by certificate of Official Assignee
396 Objection by creditor to discharge of bankrupt under section 395
397 Effect of discharge
398 Discharged bankrupt to give assistance
Part 19 DUTIES, DISQUALIFICATION AND DISABILITIES OF BANKRUPT
399 Duties of bankrupt
400 Disqualification of bankrupt
401 Disabilities of bankrupt
Part 20 BANKRUPTCY OFFENCES
402 Interpretation of this Part
403 Powers of investigation
404 Defence of innocent intention
405 Non-disclosure
406 Concealment of property
407 Concealment of books and papers; falsification, etc.
408 False statements
409 Fraudulent disposal of property
410 Absconding with property
411 Fraudulent dealing with property obtained on credit
412 Obtaining credit, engaging in business, or standing as guarantor
413 Failure to keep proper accounts of business
414 Gambling
415 Bankrupt incurring debt without reasonable ground of expectation of being able to pay it
416 Making of false claims, etc.
417 Penalty
418 Supplementary provisions
Part 21 BANKRUPTCY MISCELLANEOUS PROVISIONS
419 Administration in bankruptcy of estate of person dying insolvent
420 Arbitration agreements to which bankrupt is party
421 Costs
422 Actions by Official Assignee and bankrupt’s partners
423 Action in aid of courts of Malaysia and designated countries
424 Reciprocal recognition of Official Assignees
425 Evidence of proceedings at meetings of creditors
426 Evidence of proceedings in bankruptcy
427 Swearing of affidavits
428 Death of witness, etc.
429 Service of summons, notice, etc.
430 Formal defect not to invalidate proceedings or acts
431 Acts of corporations, firms and lunatics
432 Exclusion of liability relating to computerised information service
433 List of undischarged bankrupts, etc., to be kept
434 Unclaimed and undistributed moneys
435 Debt Repayment Scheme Assistance Fund
436 Insolvency Assistance Fund
437 Composition of offences
Part 22 PROVISIONS AGAINST DEBT AVOIDANCE AND LIMITATION ON CERTAIN CONTRACTUAL RIGHTS
438 Transactions defrauding creditors
439 Provisions which may be made by order under section 438
440 Certain contractual rights limited
Part 23 MISCELLANEOUS AND GENERAL PROVISIONS
441 Application of sections 442, 443 and 444, etc.
442 Electronic delivery in insolvency proceedings — general
443 Electronic delivery by relevant officeholders
444 Use of Internet websites by relevant officeholder
445 Remote attendance at meetings
446 Resolutions by correspondence
447 Amendment of Schedules
448 Rules of Court
449 Regulations
450 (Omitted)
Part 24 CONSEQUENTIAL AND RELATED AMENDMENTS TO OTHER ACTS
451 (Omitted)
452 (Omitted)
453 (Omitted)
454 (Omitted)
455 (Omitted)
456 (Omitted)
457 (Omitted)
458 (Omitted)
459 (Omitted)
460 (Omitted)
461 (Omitted)
462 (Omitted)
463 (Omitted)
464 (Omitted)
465 (Omitted)
466 (Omitted)
467 Amendment of Cross-Border Railways Act 2018
468 (Omitted)
469 (Omitted)
470 (Omitted)
471 (Omitted)
472 (Omitted)
473 (Omitted)
474 (Omitted)
475 (Omitted)
476 (Omitted)
477 (Omitted)
478 (Omitted)
479 Amendment of Financial Holding Companies Act 2013
480 (Omitted)
481 (Omitted)
482 (Omitted)
483 (Omitted)
484 (Omitted)
485 (Omitted)
486 (Omitted)
487 (Omitted)
488 (Omitted)
489 (Omitted)
490 (Omitted)
491 (Omitted)
492 (Omitted)
493 (Omitted)
494 (Omitted)
495 (Omitted)
496 (Omitted)
497 (Omitted)
498 (Omitted)
499 (Repealed)
500 (Omitted)
501 (Omitted)
502 (Omitted)
503 (Omitted)
504 (Omitted)
505 (Omitted)
506 (Omitted)
507 (Omitted)
508 (Omitted)
509 (Omitted)
510 (Omitted)
511 (Omitted)
512 (Omitted)
513 (Omitted)
514 (Omitted)
515 (Omitted)
516 (Omitted)
517 (Omitted)
518 (Omitted)
519 (Omitted)
520 (Omitted)
521 (Omitted)
522 (Omitted)
523 (Omitted)
524 (Omitted)
Part 25 SAVING AND TRANSITIONAL PROVISIONS
525 Saving and transitional provisions relating to repeal of Bankruptcy Act
526 Saving and transitional provisions relating to amendments to Companies Act
527 Other saving and transitional provisions