No. S 859
Companies Act
(Chapter 50)
Companies (Winding Up) (Amendment) Rules 2005
In exercise of the powers conferred by section 410 of the Companies Act, the Rules Committee, constituted under the Supreme Court of Judicature Act (Cap. 322), hereby makes the following Rules:
Citation and commencement
1.  These Rules may be cited as the Companies (Winding Up) (Amendment) Rules 2005 and shall come into operation on the date of commencement of item (9) in the First Schedule to the Statutes (Miscellaneous Amendments) (No. 2) Act 2005 (Act 42 of 2005).
Amendment of rule 2
2.  Rule 2 of the Companies (Winding Up) Rules (R 1) (referred to in these Rules as the principal Rules) is amended by inserting, immediately before the definition of “company”, the following definition:
“ “applicant” means a person making an application to wind up a company, and includes a company making an application to wind itself up;”.
Amendment of rule 5
3.  Rule 5 (1) of the principal Rules is amended by deleting sub-paragraph (a) and substituting the following sub-paragraph:
“(a)winding up applications;”.
Deletion and substitution of rules 7 and 8
4.  Rules 7 and 8 of the principal Rules are deleted and the following rules substituted therefor:
“Originating summonses and summonses
7.—(1)  Every winding up application and any other application by which any proceedings are commenced in Court shall be made by originating summons supported by an affidavit.
(2)  Subject to the provisions of these Rules, the originating summons and supporting affidavit shall be served on the party affected thereby not less than 8 days before the date appointed for the hearing of the application.
(3)  Every interlocutory application shall be made by summons in Form 1 set out in the First Schedule, and the summons shall, unless otherwise ordered —
(a)be served on every person against whom an order is sought;
(b)require that person or the persons to whom the summons is addressed attend at the time and place named in the summons; and
(c)be served not less than 8 days before the day specified in the summons.
Title of proceedings
8.—(1)  Every proceeding in a winding up matter shall be dated and shall, with any necessary additions, be intituled as follows:
IN THE HIGH COURT OF
THE REPUBLIC OF SINGAPORE
CWU O.S. No.
)
of 20
)
(Seal)
 
 
 
In the Matter of the Companies Act (Cap. 50)
 
AND
 
In the matter of ..............................................”.
(2)  The first proceeding in every winding up matter shall have a distinctive number assigned to it in the office of the Registrar, and all proceedings in any matter subsequent to the first proceeding shall bear the same number as the first proceeding.”IN THE HIGH COURT OF
Deletion and substitution of rules 10 and 11
5.  Rules 10 and 11 of the principal Rules are deleted and the following rules substituted therefor:
“Process to be sealed
10.  All orders, summonses, applications, warrants, process of any kind (including notices when issued by the Court) and office copies in any winding up matter shall be sealed.
Issue of originating summons, etc.
11.  Every originating summons and summons in a winding up matter in the Court shall be prepared by the person making the application or his solicitor and issued from the office of the Registrar.”.
Amendment of rule 12
6.  Rule 12 of the principal Rules is amended by deleting paragraph (1) and substituting the following paragraph:
“(1)  Every order whether made in Court or in Chambers in the winding up of a company shall be drawn up by the person making the application or his solicitor and signed by the Registrar, unless in any proceedings or class of proceedings the Judge or Registrar who makes the order shall direct that no order need be drawn up.”.
Deletion and substitution of rules 13 and 14
7.  Rules 13 and 14 of the principal Rules are deleted and the following rules substituted therefor:
“File of proceedings in office of Registrar
13.  All originating summonses, affidavits, summonses, orders, proofs, notices, depositions, bills of costs and other proceedings in the Court in a winding up matter shall be kept and remain of record in the office of the Registrar.
Office copies
14.  All office copies of originating summonses, affidavits, depositions, papers and writings, or any part thereof, required by the Official Receiver or any liquidator, contributory, creditor, officer of a company or other person entitled thereto, shall be provided by the Registrar duly certified by him.”.
Deletion and substitution of rule 17 and new rule 17A
8.  Rule 17 of the principal Rules is deleted and the following rules substituted therefor:
“Service of originating summons or summons and supporting affidavit
17.—(1)  Subject to any order to the contrary, every originating summons and summons and the affidavit in support thereof shall be served upon every person against whom any order or other relief is sought but the Court may at any time direct that service be effected or notice of proceedings be given to any person who may be affected by the order or other relief sought and may at any time direct the manner in which such service is to be effected or such notice given; and any person so served or notified shall be entitled to be heard.
(2)  Any document referred to as an exhibit in an affidavit shall be made available for inspection by any person upon whom service of the affidavit is required.
Duration and renewal of originating summons for purpose of service
17A.—(1)  Subject to the other provisions of these Rules, for the purposes of service, an originating summons is valid in the first instance for 6 months beginning with the date of its issue.
(2)  Subject to paragraph (3), where an originating summons has not been served on a defendant, the Court may by order extend the validity of the originating summons from time to time for such period, not exceeding 6 months at any one time, beginning with the day next following that on which it would otherwise expire, as may be specified in the order, if any application for extension is made to the Court before that day.
(3)  Where the Court is satisfied on an application under paragraph (2) that, despite the making of reasonable efforts, it may not be possible to serve an originating summons within 6 months, the Court may, if it thinks fit, extend the validity of the originating summons for such period, not exceeding 12 months at any one time, as the Court may specify.
(4)  Before an originating summons, the validity of which has been extended under this rule, is served, it must be marked with an official stamp in Form 1A set out in the First Schedule showing the period from which the validity of the originating summons has been so extended.
(5)  A note of the renewal must be entered in the cause book.”.
Deletion and substitution of rules 22 to 35
9.  The principal Rules are amended by deleting rules 22 to 35 and the heading immediately above rule 22 and substituting the following heading and rules:
Winding Up Applications
Form of winding up application
22.—(1)  Every application for the winding up of a company by the Court shall be made by originating summons.
(2)  The application for the winding up of a company shall be —
(a)in Form 2 set out in the First Schedule if it is made by the company itself; and
(b)in Form 3 set out in the First Schedule if it is made by a person other than the company.
(3)  Where an application to wind up the company is made by a person other than the company, that person shall be referred to in Form 3 set out in the First Schedule and all proceedings as the plaintiff.
Filing of winding up application
23.—(1)  A winding up application shall be filed at the office of the Registrar who shall appoint the time and place at which the winding up application is to be heard.
(2)  Notice of the time and place appointed for hearing the winding up application shall be written on the winding up application and sealed copies thereof, and the Registrar may at any time before the winding up application has been advertised, alter the time appointed and fix another time.
Advertisement of winding up application
24.  Every winding up application shall be advertised 7 clear days (or such longer time as the Court may direct) before the hearing, in Form 4 in the First Schedule as follows:
(a)once in the Gazette and once at least in one English and one Chinese local daily newspaper or in such other newspapers as the Court may direct; and
(b)the advertisement shall state the day on which the winding up application was filed and the name and address of the applicant and of his solicitor and contain a note at the foot thereof, stating that any person who intends to appear on the hearing of the winding up application, either to oppose or support, must send notice of such intention to the applicant or to his solicitor, within the time and in the manner prescribed by rule 28, and an advertisement of an application for the winding up of a company by the Court which does not contain such a note shall be deemed irregular,
and if the applicant or his solicitor does not within the time hereby prescribed or within such extended time as the Registrar may allow duly advertise the winding up application in the manner prescribed by this rule, the appointment of the time and place at which the winding up application is to be heard shall be cancelled by the Registrar and the winding up application shall be removed from the file unless the Judge or the Registrar shall otherwise direct.
Affidavit supporting application for winding up
25.—(1)  Every application for the winding up of a company by the Court shall be supported by an affidavit.
(2)  The affidavit supporting an application to wind up a company shall state —
(a)the date of incorporation of the company;
(b)the registered office of the company; and
(c)the grounds on which the application for winding up is made.
(3)  The affidavit supporting a winding up application shall be in Form 5 set out in the First Schedule and shall be made by the applicant or by one of the applicants, if more than one, or, in the case where the application is made by a corporation, by some director, manager, secretary or other principal officer thereof and shall be filed and served together with the winding up application, and such affidavit shall be prima facie evidence of the statements therein.
Service of winding up application and supporting affidavit
26.—(1)  Every winding up application and supporting affidavit shall, unless filed by the company, be served upon the company at the registered office of the company, and if there is no registered office, then at the principal or last known principal place of business of the company, if any can be found, by leaving a copy with any member, officer or employee of the company there, or in case no such member, officer or employee can be found there, then by leaving a copy at such registered office or principal place of business, or by serving it on such member or members of the company as the Court may direct; and where the company is being wound up voluntarily, the winding up application and supporting affidavit shall also be served upon the liquidator (if any) appointed for the purpose of winding up the affairs of the company. The affidavit of service of the winding up application and supporting affidavit may be in Form 6 or 7 set out in the First Schedule.
(2)  Where a winding up application is filed by any person other than the liquidator of the company in relation to a company which is in the course of being wound up, the winding up application and supporting affidavit shall be personally served upon the liquidator.
(3)  A copy of the winding up application and supporting affidavit shall also be served upon the Official Receiver.
Copy of winding up application and supporting affidavit to be furnished to creditor or contributory
27.  Every contributory or creditor of the company shall be entitled to be furnished by the applicant or his solicitor with a copy of the winding up application and supporting affidavit within 48 hours after requiring the same, upon payment of 50 cents per folio of 100 words for such copy.
Hearing of Winding Up Applications and Orders
Notice of intention to appear
28.—(1)  Every person who intends to appear on the hearing of a winding up application shall serve on the applicant or his solicitor notice of his intention. The notice shall be signed by such person or by his solicitor and shall give the address of the person signing it and shall be served, or if sent by post shall be posted in such time as in the ordinary course of post to reach the address not later than 12 o’clock noon of the day previous to the day appointed for the hearing of the winding up application.
(2)  The notice may be in Form 8 set out in the First Schedule with such variations as circumstances may require.
(3)  A person who has failed to comply with this rule shall not, without special leave of the Court, be allowed to appear at the hearing of the winding up application.
List of persons intending to appear
29.—(1)  The applicant or his solicitor shall prepare a list in Form 9 set out in the First Schedule of the names and addresses of the persons who have given notice of their intention to appear at the hearing of the winding up application and of their respective solicitors.
(2)  On the day appointed for hearing the winding up application a fair copy of the list or if no notice of intention to appear has been given, a statement to that effect, shall be handed by the applicant or his solicitor to the Court prior to the hearing of the winding up application.
Affidavits opposing winding up application and affidavits in reply
30.—(1)  Affidavits in opposition to an application for the winding up of a company shall be filed and a copy thereof served on the applicant or his solicitor at least 7 days before the time appointed for the hearing of the winding up application.
(2)  Any affidavit in reply to an affidavit filed in opposition to a winding up application (including a further affidavit in support of any of the facts alleged in the winding up application) shall be filed within 3 days of the date of service on the applicant or his solicitor of the affidavit in opposition and a copy thereof served on the party opposing the winding up application or his solicitor.
Approved liquidator to be nominated
31.—(1)  When filing the winding up application, the applicant may nominate in writing an approved liquidator who may be appointed liquidator if an order for the winding up of the company is made by the Court.
Consent of liquidator
(2)  Before the hearing of the winding up application, the applicant or his solicitor shall obtain and file the consent in writing of the approved liquidator nominated.
Attendance on Registrar
32.—(1)  After a winding up application has been filed, the applicant or his solicitor shall on a day to be appointed by the Registrar attend before the Registrar and satisfy him that —
(a)the winding up application has been duly published in the Gazette and advertised;
(b)the affidavit supporting the winding up application and the affidavit of service, if any, have been duly filed;
(c)the consent in writing of the approved liquidator nominated by the applicant has been obtained and filed;
(d)the provisions of these Rules as to winding up applications have been duly complied with; and
(e)a sum of $4,400 has been deposited with the Official Receiver to cover the fees and expenses to be incurred by the approved liquidator or the Official Receiver, as the case may be, and any goods and services tax chargeable under the Goods and Services Tax Act (Cap. 117A) on the supply of services to which those fees or expenses relate. This deposit shall be refunded to the applicant by the liquidator before he takes any action under section 328 of the Act.
(2)  No order, except an order for the dismissal or adjournment of the winding up application, shall be made on the application of any person making the winding up application who has not, prior to the hearing of the winding up application, attended before the Registrar at the time appointed and satisfied him in the manner required by this rule.
Substitution of any person as applicant
33.—(1)  When an applicant is not entitled to make a winding up application or, whether so entitled or not, where he —
(a)fails to take all the steps prescribed by these Rules preliminary to the hearing of the winding up application;
(b)consents to withdraw his winding up application or to allow it to be dismissed or the hearing to be adjourned; or
(c)fails to appear in support of his winding up application when it is called on in Court on the day originally fixed for the hearing thereof or on any day to which the hearing has been adjourned or if appearing does not apply for an order in terms of the prayer of his winding up application,
the Court may, upon such terms as it thinks just, substitute as applicant any person who, in the opinion of the Court, would have a right to make the winding up application and who is desirous of proceeding with the winding up application.
(2)  An order to substitute an applicant may, where an applicant fails to advertise his winding up application within the time prescribed by or under these Rules or consents to withdraw his winding up application, be made by the Registrar or the Court at any time before the date fixed for the hearing of the winding up application.
Notice of winding up order
34.—(1)  When an order is made for the winding up of a company the applicant shall immediately inform the liquidator of the making thereof in Form 10 set out in the First Schedule and within 14 days of the pronouncement thereof publish in the Gazette and advertise a notice of the making of the order in Form 11 set out in the First Schedule.
Service of copy of winding up order
(2)  Unless otherwise directed by the Court, the copy of the winding up order required by section 262(2) of the Act to be served upon the secretary of the company may be served either personally or by prepaid letter addressed to such secretary at the registered office of the company (if any) or, if there is no such registered office, at its principal or last known place of business.
Notice at foot of every winding up order
(3)  An order to wind up a company in Form 12 set out in the First Schedule shall contain at the foot thereof a notice stating that it will be the duty of the persons mentioned in section 270(2) of the Act to make out the company’s statement of affairs and to attend on the liquidator at such time and place as he may appoint.
Order appointing provisional liquidator
35.—(1)  At any time after the making of a winding up application, the Court may, upon the application of any creditor or contributory of the company and upon proof by affidavit of sufficient ground for the appointment of a provisional liquidator, make the appointment upon such terms as the Court shall think just or necessary.
Contents of order
(2)  An order appointing a provisional liquidator under section 267 of the Act shall be in Form 13 set out in the First Schedule and shall state the nature and give a short description of the property which the provisional liquidator is ordered to take possession and the duties to be performed by him.”.
Deletion and substitution of rule 62
10.  Rule 62 of the principal Rules is deleted and the following rule substituted therefor:
“Production of documents for settling order
62.—(1)  Subject to any direction to the contrary, every order shall be passed and entered immediately and it shall be the duty of the person making the application or his solicitor and of all other persons who have appeared on the hearing of an originating summons not later than the day after the order is pronounced in Court, to leave at the office of the Registrar all the documents required for the purpose of enabling the Registrar to settle the order immediately.
(2)  It shall not be necessary for the Registrar to make an appointment to settle the order unless in any particular case special circumstances make an appointment necessary.”.
Amendment of rule 172
11.  Rule 172 of the principal Rules is amended by deleting paragraph (c) and substituting the following paragraph:
“(c)no costs of or incidental to such application shall be allowed to the person making the application, unless the Court is satisfied that the application could not have been made at the time of the proceedings.”.
Amendment of First Schedule
12.  The First Schedule to the principal Rules is amended —
(a)by deleting Forms 1 to 13 and substituting the new Forms 1 to 13 as set out in the First Schedule to these Rules; and
(b)by deleting Forms 68 and 69 and substituting the new Forms 68 and 69 as set out in the Second Schedule to these Rules.
Amendment of Second Schedule
13.  The Second Schedule to the principal Rules is amended —
(a)by deleting the word “petition” in item 1 and substituting the words “winding up application”; and
(b)by deleting the words “a petition” in item 4 and substituting the words “an application”.

Made this 28th day of December 2005.

YONG PUNG HOW
Chief Justice.

CHAN SEK KEONG
Attorney-General.

CHAO HICK TIN
Judge of Appeal.

LAI KEW CHAI
Judge.

JUDITH PRAKASH
Judge.

TAN LEE MENG
Judge.

WOO BIH LI
Judge.

RICHARD MAGNUS
Senior District Judge.

TOH HAN LI
District Judge.

MICHAEL KHOO KAH LIP
Advocate and Solicitor.

R.E. MARTIN
Advocate and Solicitor.
[AG/LEG/SL/50/2005/6 Vol. 1]
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