PART 5 | Division 1 — Winding up applications |
| Form of winding up application |
63.—(1) A winding up application must be —| (a) | in Form CIR-11 if it is made by the company itself; or | | (b) | in Form CIR-12 if it is made by a person other than the company. |
| (2) Where an application to wind up a company is made by a person other than the company, that person must be referred to in the application and all proceedings as the claimant. [S 195/2022 wef 01/04/2022] |
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| Deposit to Official Receiver |
64.—(1) Before filing a winding up application in respect of a company, the applicant must make payment of the prescribed sum to the Official Receiver.| (2) The prescribed sum mentioned in paragraph (1) must be repaid to the applicant after deducting the amount required for the payment of the fees and expenses of the Official Receiver and the liquidator of the company (if not the Official Receiver) due to insufficiency of the assets of the company for such payment. |
(3) For the purposes of paragraphs (1) and (2), the prescribed sum is an amount equal to the sum of —| (a) | the preliminary administration fee specified in the second column of item (1) of the Schedule to the Fees (Winding up and Dissolution of Companies and Other Bodies) Order 2005 (G.N. No. S 58/2005); and | | (b) | the administration fee specified in the second column of item (2) of the Schedule to the Fees (Winding up and Dissolution of Companies and Other Bodies) Order 2005. |
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| (4) Where a winding up application has been filed, the Official Receiver may, from time to time, require the applicant to deposit with the Official Receiver any further sums as may be required by the Official Receiver (whether before or after the making of the winding up order on the winding up application) to cover the fees and expenses incurred by the Official Receiver in connection with the application. |
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| Filing of winding up application |
65.—(1) An applicant making a winding up application must file the application at the office of the Registrar together with a receipt from the Official Receiver showing payment of the prescribed sum mentioned in rule 64. (2) Where a time and place has been appointed for the hearing of the winding up application —| (a) | notice of the time and place appointed for hearing the winding up application must be indicated on the winding up application and sealed copies of the application; and | | (b) | the Registrar may at any time before the winding up application has been advertised, alter the time appointed and fix another time. |
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| Publication of notice of winding up application |
66.—(1) Notice of every winding up application must be published not less than 7 days (or any longer time as the Court may direct) before the hearing of the winding up application —| (a) | at least once in the Gazette; and | | (b) | at least once in an English local daily newspaper or in any other newspaper as directed by the Court. |
(2) The notice of the winding up application must —| (a) | state the day on which the winding up application was filed and the name and address of the applicant and of the applicant’s solicitor, if any; and | | (b) | contain a note 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 within the time and in the manner set out in rule 70. |
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| (3) A notice of a winding up application which does not contain the note mentioned in paragraph (2)(b) is treated as irregular. |
(4) If the applicant for a winding up application does not, within the time required under paragraph (1) or within any extended time as the Judge or the Registrar may allow, duly publish the notice of the winding up application in the manner required by this rule —| (a) | the Registrar must postpone the day on which the application is to be heard or give any direction that the Registrar thinks fit; and | | (b) | the application must be removed from the file unless the Judge or the Registrar otherwise directs. |
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| Affidavit supporting winding up application |
67.—(1) The affidavit supporting an application to wind up a company must state —| (a) | the date of incorporation of the company; | | (b) | the registered office of the company or, if there is no such registered office, the address of the principal or last known principal place of business of the company; and | | (c) | the ground or grounds on which the application for winding up is made. |
(2) The affidavit supporting the winding up application must be —| (a) | deposed to by the person making the application or by one of the applicants (if more than one) or, in the case where the application is made by a corporation — by a director, secretary or other principal officer of the corporation; and | | (b) | filed and served together with the application. |
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| Service and affidavit of service of winding up application |
68.—(1) Every winding up application in respect of a company and every affidavit supporting the application (called in this rule the supporting affidavit) must be served on the company at least 7 clear days before the hearing of the application —| (a) | by leaving a copy each of the application and the supporting affidavit with any member, officer or employee of the company at the registered office of the company or, if there is no registered office, at the principal or last known principal place of business of the company; | | (b) | in a case where no member, officer or employee of the company can be found at the registered office or place of business mentioned in sub-paragraph (a) — by leaving a copy each of the application and the supporting affidavit at the registered office or place of business, as the case may be; or | | (c) | by serving a copy each of the application and the supporting affidavit on any member or members of the company as the Court may direct. |
| (2) Where the company in respect of which a winding up application is made is being wound up voluntarily, a copy each of the winding up application and the supporting affidavit must also be served on the liquidator (if any) appointed for the purpose of winding up the affairs of the company. |
(3) A copy each of the winding up application and the supporting affidavit must also be served on —| (a) | the Official Receiver; and | | (b) | the licensed insolvency practitioner (if not the Official Receiver) nominated by the applicant of the winding up application to be appointed as liquidator of the company in the event that the company is wound up. |
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| (4) The applicant of the winding up application must file in Form CIR-13 an affidavit of service of the application and the supporting affidavit in accordance with paragraph (1) at least 5 days before the day appointed for the hearing of the winding up application. |
| (5) If paragraph (2) applies, the applicant of the winding up application must also file in Form CIR‑14 an affidavit of service of the application and the supporting affidavit on the liquidator at least 5 days before the day appointed for the hearing of the winding up application. |
| (6) Paragraphs (1) and (4) do not apply if the application is filed by a company in respect of itself. |
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| Copy of winding up application and supporting affidavit to be provided to creditor or contributory |
| 69. Every creditor or contributory of a company is entitled to be provided, by the applicant of a winding up application in respect of the company, with a copy each of the application and the affidavit supporting the application within 48 hours after requiring the same, upon payment of $1 per page of such copy. |
Division 2 — Hearing of winding up applications
and winding up orders |
| Notice of intention to appear at hearing of winding up application |
70.—(1) Every person who intends to appear at the hearing of a winding up application must serve on the applicant of a winding up application notice of that person’s intention to appear at the hearing (called in this rule a notice of intention to appear).(2) A notice of intention to appear —| (a) | must be signed by the person giving the notice or by that person’s solicitor; | | (b) | must give the address of the person signing it; and | | (c) | unless otherwise directed by the Court, must be served and, if sent by post, must be posted in such time as in the ordinary course of post to reach the address of the applicant, at least 3 clear working days before the day appointed for the hearing of the application. |
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| (3) A notice of intention to appear must be in Form CIR-15 with such variations as circumstances may require. |
| (4) A person who does not comply with this rule is not allowed to appear at the hearing of the winding up application in question without the permission of the Court. [S 195/2022 wef 01/04/2022] |
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| List of persons intending to appear at hearing of winding up application |
71.—(1) The applicant for a winding up application must prepare a list in accordance with Form CIR-16 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, if any.| (2) A copy of the list mentioned in paragraph (1) or, if no notice of intention has been given, a statement to that effect, must be filed by the applicant at least 2 clear working days before the day appointed for the hearing of the application. |
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| Affidavits opposing winding up application and affidavits in reply |
72.—(1) Every affidavit in opposition to a winding up application must be filed and a copy of the affidavit must be served on the applicant at least 5 days before the day appointed for the hearing of the application.| (2) Any affidavit in reply to an affidavit filed in opposition must be filed and a copy of the affidavit in reply must be served on the party opposing the application within 3 days after the date of the service of the affidavit in opposition on the applicant. |
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| Attendance before Registrar |
73.—(1) After an application for a winding up order has been filed, the applicant must, on a day to be appointed by the Registrar, attend before the Registrar and satisfy the Registrar that —| (a) | the notice of the application has been duly published in accordance with rule 66(1); | | (b) | the affidavit supporting the application, and the affidavit of service of the application (if any), have been duly filed; | | (c) | the consent in writing of the Official Receiver or the licensed insolvency practitioner nominated by the applicant to be appointed as liquidator has been obtained and filed; | | (d) | the provisions of these Rules as to winding up applications have been duly complied with; and | | (e) | the prescribed sum mentioned in rule 64 has been deposited with the Official Receiver. |
| (2) Where an applicant of a winding up application has not, prior to the hearing of the application, attended before the Registrar on the day appointed and satisfied the Registrar in the manner required by this rule, no order may be made on the application except an order for the dismissal or adjournment of the application. |
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| Substitution of any person as applicant of winding up application |
74.—(1) When an applicant of a winding up application (called in this paragraph the original applicant) is not entitled to make a winding up application or, whether so entitled or not —| (a) | fails to take all the steps prescribed by these Rules preliminary to the hearing of the application; | | (b) | consents to withdraw the application or to allow the application to be dismissed or the hearing of the application to be adjourned; | | (c) | fails to appear in support of the application when the application is called on in Court on the day originally fixed for the hearing of the application or on any day to which the hearing has been adjourned; or | | (d) | appears in Court in support of the application but does not apply for an order in terms of the relief sought in the application, |
| the Court may, upon such terms as it thinks just, substitute any other person (called in this paragraph and paragraph (2) the substitute applicant) who, in the opinion of the Court, satisfies the requirements in paragraph (2), as applicant in place of the original applicant. |
(2) The requirements for the purposes of paragraph (1) are that the substitute applicant —| (a) | would have a right to make the winding up application; and | | (b) | is desirous of proceeding with the application. |
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(3) An order to substitute an applicant of a winding up application may be made by the Court at any time before the date fixed for the hearing of the application if the applicant —| (a) | fails to advertise the applicant’s application within the time prescribed by or under these Rules; or | | (b) | consents to withdraw the applicant’s application. |
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| (4) Despite paragraphs (1) and (3), an order to substitute an applicant is not to be made unless the person substituting the applicant has made payment of the prescribed sum to the Official Receiver. |
| (5) The prescribed sum mentioned in paragraph (4) must be repaid to the person substituting the applicant after deducting such amount as may be required for the payment of the fees and expenses of the Official Receiver and the liquidator of the company (if not the Official Receiver) due to insufficiency of the assets of the company for such payment. |
(6) For the purposes of paragraphs (4) and (5), the prescribed sum is an amount equal to the sum of —| (a) | the preliminary administration fee specified in the second column of item (1) of the Schedule to the Fees (Winding up and Dissolution of Companies and Other Bodies) Order 2005; and | | (b) | the administration fee specified in the second column of item (2) of the Schedule to the Fees (Winding up and Dissolution of Companies and Other Bodies) Order 2005. |
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| (7) The Official Receiver may, from time to time, require the person mentioned in paragraph (4) to deposit with the Official Receiver any further sums required by the Official Receiver (whether before or after the making of the winding up order on the winding up application) to cover the fees and expenses incurred by the Official Receiver in connection with the application. |
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| Winding up application made on ground specified in section 125(1)(i) of Act |
75. In the case of a winding up application made on the ground specified in section 125(1)(i) of the Act, the Court may order the proceedings to continue as if the proceedings had been begun by originating claim and may, in particular, order that —| (a) | pleadings be delivered or that the originating application or any affidavits are to stand as pleadings, with or without liberty to any of the parties to add to the pleadings or to apply for particulars of the pleadings; [S 195/2022 wef 01/04/2022] | | (b) | any persons be added as parties to the proceedings; and | | (c) | the provisions of the Rules of Court relating to summons for directions apply, with the omission of so much of those provisions as require parties to serve a notice specifying the orders and directions which they require and with any other necessary modifications, as if there had been a summons for directions in the proceedings. |
[S 195/2022 wef 01/04/2022] |
| Notice and service of winding up order |
76.—(1) When an order is made for the winding up of a company, the applicant for the order must —| (a) | immediately inform the liquidator of the company of the making of the order in Form CIR-17; and | | (b) | within 14 days after the pronouncement of the order, publish a notice of the making of the order in Form CIR‑18 in the Gazette and in an English local daily newspaper. |
| (2) Unless otherwise directed by the Court, the copy of the winding up order required by section 132(2) of the Act to be served upon the secretary of the company may be served either personally or by prepaid letter addressed to the secretary of the company at the registered office of the company or, if there is no such registered office, at its principal or last known place of business. |
| (3) An order to wind up a company must, in accordance with Form CIR-19, contain at the foot of the order a notice stating that it will be the duty of the persons mentioned in section 141(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 the liquidator may appoint. |
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| Division 3 — Provisional liquidators |
| Consent of provisional liquidator |
77.—(1) Where the written consent of the Official Receiver or a licensed insolvency practitioner to be appointed as a provisional liquidator under section 138 of the Act has been obtained, the applicant for the appointment must exhibit the consent in the affidavit supporting the application. | (2) Where the written consent mentioned in paragraph (1) is not obtained before the making of an application under section 138 of the Act, the written consent must be exhibited in an affidavit made for that purpose and filed at least 3 days before the day appointed for the hearing of the application. |
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| Form of order appointing provisional liquidator |
| 78. For the purposes of section 138(2)(a) of the Act, an order appointing a provisional liquidator under section 138 of the Act must be in Form CIR-20. |
| Division 4 — Appointment of liquidators |
| Notice of appointment of liquidator |
79.—(1) For the purposes of section 191(1)(a) of the Act, the notice required to be lodged by a liquidator with the Registrar of Companies and with the Official Receiver within 14 days after the liquidator’s appointment must be in Form CIR-21.| (2) For the purposes of section 191(1)(b) of the Act, the notice required to be lodged by a liquidator with the Registrar of Companies and with the Official Receiver within 14 days after any change in the address of the liquidator’s office must be in Form CIR‑22. |
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| Appointment of liquidator on resolution of separate meetings of creditors and contributories |
80.—(1) This rule applies where the Official Receiver applies to the Court for an order appointing a liquidator in place of the Official Receiver. | (2) As soon as possible after the separate meetings of creditors and contributories summoned under section 134(b) of the Act have been held, the Official Receiver or the chairperson of the meetings (if not the Official Receiver) must report in Form CIR-23 the result of each meeting to the Court. |
| (3) Upon the application of the Official Receiver, the Court may immediately make any appointment or order necessary to give effect to the resolutions passed at the separate meetings of creditors and contributories summoned under section 134(b) of the Act if the separate meetings passed the same resolutions or the resolutions passed at the separate meetings are identical in effect. |
| (4) When a time and place have been fixed for the Court to decide the difference between the determinations of the separate meetings of the creditors and contributories, the time and place must be advertised by the Official Receiver in such manner as the Court may direct, but so that the first or only advertisement is published at least 7 days before the time so fixed. |
| (5) When deciding the difference between the determinations of the separate meetings of creditors and contributories, the Court may hear the Official Receiver and any creditor or contributory. |
| (6) If a liquidator is appointed under paragraph (3) or section 134(c) of the Act, the Official Receiver must, as soon as the liquidator has given security, cause notice of the appointment in Form CIR-24 to be gazetted. |
| (7) The expenses of gazetting the notice mentioned in paragraph (6) must be paid by the liquidator but may be charged by the liquidator on the assets of the company in question. |
| (8) Every appointment of a liquidator must be in Form CIR‑25 and advertised by the liquidator in such manner as the Court directs immediately after the liquidator has given the required security. |
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| Division 5 — Reports by liquidators |
| Report or further report by liquidator |
81.—(1) A report or further report made by the liquidator under section 143(1) or (2) of the Act must state in narrative form the facts and matters which the liquidator is required or desires to bring to the notice of the Court or the Official Receiver, as the case may be.| (2) A further report made under section 143(2) of the Act is not open to the inspection of any person except the Official Receiver or the Registrar of Companies or with the permission of the Court. [S 195/2022 wef 01/04/2022] |
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| Consideration of further report |
| 82.—(1) Any further report made under section 143(2) of the Act is to be considered by the Judge in chambers upon the application of the liquidator made by summons without notice. [S 195/2022 wef 01/04/2022] | (2) The Judge may direct service of the summons on any other person concerned. |
| (3) The liquidator must personally or by solicitor attend when the further report is being considered and give the Judge any further information or explanation which the Judge may require with reference to the matters stated in the further report. |
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| Report by liquidator on arrangement or compromise |
83. Where an application is made to the Court under section 144(1)(c) of the Act to authorise any compromise or arrangement, the Court may before authorising the compromise or arrangement, hear a report by the liquidator as to —| (a) | the terms of the compromise or arrangement; | | (b) | the conduct of the directors and other officers of the company in question; and | | (c) | any other matters which, in the opinion of the liquidator, ought to be brought to the attention of the Court. |
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| Appointment of committee of inspection on resolution of separate meetings of creditors and contributories |
84.—(1) This rule applies where the liquidator of a company applies to the Court under section 150(2) of the Act to decide the difference between the determinations of the separate meetings of the creditors and contributories. | (2) As soon as possible after the separate meetings of creditors and contributories summoned under section 150(1) of the Act have been held, the liquidator must report in Form CIR-26 the result of each meeting to the Court. |
| (3) Upon the application of the liquidator, the Court may make any order necessary to decide the difference between the determinations of the separate meetings of creditors and contributories summoned under section 150(1) of the Act. |
| (4) When a time and place have been fixed for the Court to decide the difference between the determinations of the separate meetings of the creditors and contributories, the time and place must be advertised by the liquidator in such manner as the Court may direct, but so that the first or only advertisement is published at least 7 days before the time so fixed. |
| (5) When deciding the difference between the determinations of the separate meetings of creditors and contributories, the Court may hear the liquidator and any creditor or contributory. |
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| Division 6 — General meetings of creditors and contributories |
| Application of Division as to meetings |
85.—(1) Unless the Court otherwise orders, or the nature of the subject matter or the context otherwise requires, the provisions in this Division apply to the following: | (a) | a meeting of the creditors or contributories summoned by the Official Receiver under section 134(b) of the Act; | | (b) | a meeting of the creditors or contributories summoned by the liquidator under section 145(2) of the Act (called in this Division a liquidator’s meeting of creditors or contributories); | | (c) | a meeting of the creditors or contributories summoned by the liquidator under section 150(1) or 151(8) of the Act; | | (d) | a meeting of the creditors or contributories directed by the Court to be held under section 201 of the Act (called in this Division a Court-directed meeting). |
| (2) The provisions in this Division apply subject to, and without affecting, any provision of the Act or the Insolvency, Restructuring, Dissolution (Electronic Meeting and Resolution by Correspondence) Regulations 2020 (G.N. No. S 610/2020). |
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| Advertisement of notice of meetings under section 134(b) of Act |
| 86. The Official Receiver must give notice of the date or dates fixed by the Official Receiver for the meetings of the creditors and contributories summoned by the Official Receiver under section 134(b) of the Act by advertisement in one English local daily newspaper. |
| Notice of meetings under section 134(b) of Act |
87.—(1) The Official Receiver must give to each director and any other officer of the company who, in the Official Receiver’s opinion, ought to attend the meetings of the creditors or contributories under section 134(b) of the Act, at least 7 days’ notice of the time and place appointed for each meeting.(2) The notice may be delivered —| (a) | personally; | | (b) | by prepaid registered post; or | | (c) | by electronic means in accordance with section 442 of the Act. |
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| (3) Every director or officer of the company who receives the notice must attend the meetings of the creditors or contributories under section 134(b) of the Act, and if any director or officer fails to attend, the Official Receiver must report the failure to the Court. |
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| Summary of statement of affairs |
88.—(1) The Official Receiver must also, as soon as practicable, send a summary of the statement as to the affairs of the company that is submitted to the Official Receiver under section 141(1) of the Act (called in this Division the statement of affairs) to —| (a) | every creditor mentioned in the statement of affairs; and | | (b) | every person appearing from the company’s books or otherwise to be a contributory of the company. |
(2) The summary of the company’s statement of affairs must include —| (a) | the causes of the company’s failure; and | | (b) | any observation that the Official Receiver may think fit to make. |
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(3) Where a company has commenced voluntary winding up before a winding up order is made against the company, the Official Receiver may, if he or she sees fit to do so, send to each person mentioned in paragraph (1) —| (a) | an account of the voluntary winding up that shows how the winding up has been conducted and how the property of the company has been disposed of; and | | (b) | any observation which the Official Receiver may think fit to make on the account or on the voluntary winding up. |
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| Liquidator’s meetings of creditors and contributories |
| 89. For the purposes of section 145(2) of the Act, the notice for summoning a liquidator’s meeting of creditors or contributories must be in Form CIR-27. |
| Summoning of meetings of creditors and contributories |
90.—(1) When summoning a meeting of creditors or contributories, the person summoning the meeting must —| (a) | give at least 7 days’ notice of the time and place of the meeting in one English local daily newspaper; and | | (b) | at least 7 days before the day appointed for the meeting, send by post or by electronic means in accordance with section 442 of the Act —| (i) | to every person appearing by the company’s books to be a creditor of the company, a notice of the meeting of creditors; and | | (ii) | to every person appearing, by the company’s books or otherwise, to be a contributory of the company, a notice of the meeting of contributories. |
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| (2) The notice to each creditor must be sent to the address (including an electronic mail address) given in the creditor’s proof, or, if the creditor has not proved, to the address given in the statement of affairs of the company, or to any other address as may be known to the person summoning the meeting. |
| (3) The notice to each contributory must be sent to the address (including an electronic mail address) mentioned in the company’s books as the contributory’s address, or to any other address as may be known to the person summoning the meeting. |
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| Place of meeting of creditors or contributories |
91.—(1) Every meeting of the creditors or contributories must be held at a place that is, in the opinion of the person summoning the meeting, most convenient for the majority of the creditors or contributories. | (2) To avoid doubt, a meeting of the creditors and a meeting of the contributories may be held at different times or places. |
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| Costs of summoning meeting of creditors or contributories |
92.—(1) The costs of summoning a meeting of the creditors or contributories at the instance of any person other than the liquidator must be paid by that person.(2) The person or persons (other than the liquidator) at whose instance a meeting of the creditors or contributories is summoned must —| (a) | at the time of summoning the meeting, make full payment of the costs; or | | (b) | before the meeting is summoned, deposit with the liquidator such sum as may be required by the liquidator as security for the payment of the costs. |
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(3) The costs of summoning a meeting of the creditors or contributories, including all disbursements for printing, stationery, postage and the hire of room, is to be calculated at the following rate for each creditor or contributory to whom notice is required to be sent: | (a) | $10 for the first 50 creditors or contributories; | | (b) | $6 for the next 50 creditors or contributories; | | (c) | $4 for any number of creditors or contributories after the first 100 creditors or contributories. |
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| (4) The costs must be repaid out of the assets of the company if the Court so orders, or if the creditors or contributories (as the case may be) by resolution so direct. |
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| Chairperson of meeting of creditors or contributories |
93.—(1) The liquidator, or a person nominated by the liquidator, is to be the chairperson of a meeting of creditors or contributories summoned by the liquidator, other than a meeting of creditors or contributories mentioned in paragraph (2).| (2) At a meeting of the creditors or contributories that is summoned by the liquidator at the instance of one or more other persons, the chairperson is to be the person whom the meeting by resolution appoints. |
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| Ordinary resolution of creditors or contributories |
94.—(1) At a meeting to which this Division applies, a resolution is deemed to have been passed when the following have voted in favour of the resolution:| (a) | in the case of a meeting of creditors — a majority in number and value of the creditors present (whether in person or by proxy) and voting on the resolution; | | (b) | in the case of a meeting of contributories — a majority in number and value of the contributories present (whether in person or by proxy) and voting on the resolution. |
| (2) For the purposes of paragraph (1)(b), the value of the contributories is determined according to the number of votes conferred on each contributory by the Companies Act or the constitution of the company. |
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95.—(1) The creditors or contributories at a meeting of the creditors or contributories may not act for any purpose unless there are present (whether in person or by proxy) at the meeting —| (a) | at least 3 creditors or contributories (as the case may be) entitled to vote; or | | (b) | all the creditors or contributories (as the case may be) entitled to vote if the number of creditors or contributories (as the case may be) does not exceed 3. |
| (2) Paragraph (1) does not apply to the appointment of a chairperson, the proving of debts and the adjournment of the meeting. |
(3) If after half an hour from the time appointed for the meeting a quorum of creditors or contributories is not present (whether in person or by proxy), the meeting must be adjourned —| (a) | in a case where no chairperson is appointed — to the same day in the following week at the same time and place; or | | (b) | in a case where the liquidator (or his or her nominee) is, or another person is appointed to be, the chairperson for the meeting — to any other day as the chairperson may appoint (which is not less than 7 days and not more than 21 days after the day from which the meeting was adjourned), and at any time and place as the chairperson may determine. |
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(4) If after half an hour from the time appointed for the adjourned meeting a quorum of creditors or contributories is not present (whether in person or by proxy), the adjourned meeting must be adjourned —| (a) | in a case of a meeting summoned by the liquidator at the instance of one or more persons and no chairperson is appointed for the meeting — to another day and at a time and place that the liquidator may determine; or | | (b) | in a case of a meeting where the liquidator (or his or her nominee) is, or another person is appointed to be, the chairperson for the meeting — to another day and at a time and place that the chairperson may determine. |
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| (5) The list of creditors or contributories assembled to be used at every meeting must be in accordance with Form CIR-28. |
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96.—(1) Subject to paragraph (2), the chairperson of a meeting may, with the consent of the meeting, adjourn it from time to time and from place to place.(2) If the meeting is adjourned under paragraph (1) —| (a) | the chairperson must issue to the creditors or contributories a notice of adjournment of meeting in accordance with Form CIR-29; and | | (b) | the adjourned meeting must be held at the same place as the original place of meeting unless in the resolution for adjournment another place is specified or unless the Court otherwise orders. |
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| Creditors entitled to vote |
97.—(1) In the case of a meeting of the creditors held under section 134(b) of the Act or an adjournment of that meeting, a person is not entitled to vote as a creditor unless the person has duly filed with the Official Receiver not later than the period mentioned for that purpose in the notice summoning the meeting or adjourned meeting (as the case may be), a proof of the debt that the person claims to be due to the person from the company. (2) In the case of a Court-directed meeting or a meeting of creditors summoned by the liquidator or an adjournment of such meeting, a person is not entitled to vote as a creditor unless —| (a) | the person has duly filed with the liquidator a proof of the debt that the person claims to be due to the person from the company; and | | (b) | the proof has been admitted wholly or in part before the date on which the meeting is held. |
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| (3) The value of the proof of debt of a creditor is to be calculated according to the amount of the creditor’s debt on the date of the winding up order. |
| (4) Paragraph (1) does not affect the power of a chairperson under rule 101 to admit or reject, in whole or in part, a proof of debt for the purpose of voting. |
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| Cases in which creditors may not vote |
98.—(1) A creditor may not vote —| (a) | in respect of any unliquidated or contingent debt; | | (b) | in respect of any debt the value of which is not ascertained; and | | (c) | subject to paragraph (2), in respect of any debt on or secured by a current bill of exchange or promissory note held by the creditor. |
(2) Despite paragraph (1)(c), a creditor may vote in respect of a debt mentioned in that provision if the creditor is willing to —| (a) | treat the liability of every person (being a person against whom a bankruptcy order has not been made or which has not gone into liquidation) who is liable on the bill or note antecedently to the company as a security in the creditor’s hands; and | | (b) | estimate the value of the security and deduct it from the creditor’s vote for the purpose of voting at the meeting of creditors. |
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| Votes of secured creditors |
99.—(1) For the purposes of voting, a secured creditor —| (a) | must, unless the secured creditor surrenders the security held by the secured creditor, state in the secured creditor’s proof the particulars of the security, the date on which the security was given, and the value at which the secured creditor assesses the security; and | | (b) | is entitled to vote only in respect of the balance (if any) due to the secured creditor after deducting the value of the security held by the secured creditor. |
| (2) If the secured creditor votes in respect of the secured creditor’s whole debt, the secured creditor is deemed to have surrendered the security held by the secured creditor, unless the Court on application is satisfied that the omission to value the security has arisen from inadvertence. |
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| Secured creditor required to give up security |
100.—(1) The liquidator may, within 28 days after a proof of debt estimating the value of a secured creditor’s security has been used to vote at a meeting of creditors, require the secured creditor to give up the security for the benefit of the company’s creditors generally on payment to the secured creditor of —| (a) | the estimated value; and | | (b) | an additional 20% of the estimated value. |
| (2) A secured creditor may, after having used a proof of debt that estimated the value of the security held by the creditor to vote in a meeting of the creditors, at any time before being required by the liquidator to give up the security, file a new proof of debt with a different valuation of the security (called the new value) and deduct the new value from the secured creditor’s debt. |
| (3) However, the liquidator does not need to make payment of the additional 20% of the new value if the liquidator subsequently requires the secured creditor to give up the security for the benefit of the company’s creditors generally. |
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| Admission and rejection of proofs for purpose of voting |
101.—(1) The chairperson has power to admit or reject, in whole or in part, a proof for the purpose of voting, but the chairperson’s decision is subject to appeal to the Court. | (2) If the chairperson is in doubt whether a proof is to be admitted or rejected, the chairperson must mark the proof as objected to and allow the creditor to vote, subject to the vote being declared invalid in the event of the objection being sustained. |
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| 102. The chairperson must cause minutes of the proceedings at the meeting to be drawn up and fairly entered in a book kept for that purpose and the minutes must be signed by that chairperson or the chairperson of the next ensuing meeting. |
| Division 7 — Proxies in relation to Court-ordered winding up |
103.—(1) A creditor or contributory may vote in any meeting of creditors or contributories either in person or by proxy.| (2) Where a person is authorised in the manner provided by section 179(3) of the Companies Act to represent a corporation at any meeting of creditors or contributories, that person must produce to the chairperson of the meeting a certificate mentioned in section 179(5) of that Act. |
| (3) No person below the age of 18 years may be appointed as a general or special proxy. |
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| Form of instrument of proxy |
104.—(1) An instrument of general proxy must be in Form CIR‑30.| (2) An instrument of special proxy must be in Form CIR-31. |
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| Form of instrument of proxy to be sent with notice of meeting |
105.—(1) The notice of a meeting to be sent to each creditor or contributory of the company must be accompanied by the general and special forms of instrument of proxy.| (2) No name or description of any person is to be written or printed on the form of an instrument of proxy before the instrument is sent to the creditors or contributories. |
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106. A creditor or contributory may give a special proxy to any person to vote at any meeting of the creditors, meeting of the contributories or meeting of the creditors and contributories, or at any adjourned meeting of such meeting — | (a) | for or against the appointment or continuance in office of any specified person as the liquidator or a member of the committee of inspection; and | | (b) | on any question relating to any matter other than a matter mentioned in paragraph (a) and arising at the meeting or adjourned meeting. |
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| Solicitation by liquidator to obtain proxies |
| 107. Where it appears to the satisfaction of the Court that any solicitation has been used by or on behalf of a liquidator in obtaining proxies or in procuring his or her appointment as liquidator except by the direction of a meeting of creditors or contributories, the Court may if it thinks fit order that no remuneration be allowed to the person by whom or on whose behalf the solicitation was exercised despite any resolution of the committee of inspection or of the creditors or contributories to the contrary. |
| 108. A creditor or contributory may appoint the liquidator or, if there is no liquidator, the chairperson of the meeting, to act as the general or special proxy of the creditor or contributory. |
| Holder of proxy not to vote on financially interested matter |
109.—(1) A person acting under a general or special proxy must not vote in favour of any resolution that would directly or indirectly place the person, his or her partner or employer in a position to receive any remuneration out of the estate of the company otherwise than rateably as a creditor with the other creditors of the company.| (2) Despite paragraph (1), a person who holds a special proxy to vote for an application to the Court in favour of the appointment of that person as liquidator of the company may use the proxy and vote accordingly. |
| (3) For the purposes of paragraph (1), a person (A) is a partner of another person (B) if A and B (whether with one or more other persons or otherwise) have entered into partnership with one another with a view to carrying on business for profit. |
|
| Time for lodgment of instrument of proxy |
110.—(1) Subject to paragraph (2), an instrument of proxy must be lodged with the liquidator no later than 4 p.m. of the day before the meeting or adjourned meeting at which the proxy is to be used.| (2) Unless the Court otherwise directs, an instrument of proxy to be used at a meeting of the creditors or contributories summoned by the Official Receiver under section 134(b) of the Act or an adjournment of that meeting, must be lodged with the Official Receiver no later than 12 noon on the day before the meeting or adjourned meeting. |
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| Use of proxy by person appointed by Official Receiver |
| 111. If the Official Receiver holds any proxy but is unable to attend the meeting for which the proxy is given, the Official Receiver may, in writing, appoint a person under the Official Receiver’s official control to use the proxy on his or her behalf, in any manner as the Official Receiver may direct. |
| Proxy of creditor who is blind or incapable of writing |
112.—(1) The instrument of proxy of a creditor who is blind or incapable of writing may be accepted, if the creditor has signed or inserted his or her mark on the instrument in the presence of a witness.(2) This applies only if the witness —| (a) | writes the information on the instrument of proxy; | | (b) | certifies at the foot of the instrument of proxy —| (i) | that the information has been written at the creditor’s request; and | | (ii) | the creditor has made the request in the presence of the witness before the creditor signed or inserted his or her mark on the instrument; and |
| | (c) | signs and provides his or her name and residential address on the instrument of proxy. |
|
|
| Division 8 — List of contributories |
| Liquidator to settle list of contributories |
| 113. The powers and duties of the Court under section 152 of the Act are to be exercised by the liquidator of a company as an officer of the Court and subject to the provisions of this Division. |
| Appointment of time and place for settlement of list |
114.—(1) The liquidator must as soon as possible after his or her appointment settle a list of contributories of the company, and must appoint a time and place for that purpose.(2) The liquidator must —| (a) | give notice in writing of the time and place appointed for the settlement of the list of contributories to every person whom the liquidator proposes to include in the list; and | | (b) | state in the notice to each person in what character and for what number of shares or extent of interest the liquidator proposes to include such person in the list. |
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| (3) The notice mentioned in paragraph (2) must be in Form CIR‑32. |
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| Provisional list of contributories |
115.—(1) The provisional list of contributories in Form CIR-33 must contain a statement of the address of, and the number of shares or extent of interest to be attributed to, each contributory, and must distinguish the several classes of contributories. | (2) In the case of representative contributories, the liquidator must, so far as practicable, observe the requirements of section 152(4) of the Act. |
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| Settlement of list of contributories |
116.—(1) On the day appointed for settlement of the list of contributories, the liquidator must hear any person who objects to being settled as a contributory. | (2) Upon hearing all persons who object to being settled as contributories, the liquidator must finally settle the list in Form CIR‑34 which, when so settled, is the list of contributories for the purposes of the Act and this Part. |
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117.—(1) The liquidator must immediately after settling the list of contributories —| (a) | give notice to every person whom the liquidator has finally placed on the list of contributories; | | (b) | state in the notice in what character and for what number of shares or extent of interest the person has been placed on the list; and | | (c) | inform the person that any application for the removal of the person’s name from the list, or for a variation of the list, must be made to the Court within 21 days after the date of the service of the notice. |
| (2) The notice mentioned in paragraph (1) must be in Form CIR‑35. |
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| Application to Court to vary list |
118.—(1) Subject to paragraph (2), no application to the Court by any person who objects to the list of contributories as finally settled by the liquidator (called in this rule an objection application) is to be entertained after the expiration of 21 days after the date that the notice mentioned in rule 117 was served on that person, unless the Court extends the time within which an objection application may be made or otherwise allows the objection application to be made. | (2) The Court may extend the time for making an objection application despite the fact that the application for the extension is made after the expiry of the 21 days mentioned in paragraph (1). |
| (3) The liquidator is not in any case personally liable to pay any costs of or in relation to an application to set aside or vary the liquidator’s act or decision in settling the name of a person on the list of contributories. |
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| Variation of list of contributories |
119.—(1) The liquidator may from time to time vary or add to the list of contributories, but any variation or addition must be made in the same manner in all respects as the settlement of the original list. | (2) Where the liquidator varies or adds to the list of contributories, the liquidator must send a supplemental list in Form CIR-36 to every person whose name is in the list of contributories as varied or added to, and every person (if any) whose name was removed from the list of contributories. |
| (3) Where any addition is made to the list of contributories, the supplemental list required to be sent under paragraph (2) must state, in relation to each person added, in what character and for what number of shares or extent of interest the person has been placed on the list. |
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| Contributories listed may attend proceedings |
120.—(1) Every person for the time being on the list of contributories of a company and every person whose proof has been admitted in respect of the company —| (a) | is entitled to have notice of all proceedings relating to the winding up of the company upon making a written request to the liquidator and payment of the liquidator’s costs of giving that person such notice; and | | (b) | may at that person’s own expense attend any of those proceedings. |
| (2) If the Court is of the opinion that the attendance of any person mentioned in paragraph (1) upon any proceedings has occasioned additional costs which ought not to be borne by the funds of the company, the Court may direct the costs or a gross sum in lieu of costs to be paid by that person, and that person is not entitled to attend any further proceedings until that person has paid the costs or gross sum. |
(3) The Court may from time to time —| (a) | appoint any one or more of the creditors or contributories to represent before the Court, at the expense of the company, all or any class of the creditors or contributories (as the case may be) upon any question or in relation to any proceedings before the Court; and | | (b) | remove any person appointed under sub-paragraph (a). |
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| (4) If more than one person is appointed under paragraph (3) to represent one class, the persons appointed must employ the same solicitor to represent them. |
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| Division 9 — Calls by liquidator |
121.—(1) The powers of the Court under section 153(2)(a) of the Act are to be exercised by the liquidator of a company as an officer of the Court subject to the provisions of this Division. | (2) Where the liquidator desires to make any call on the contributories of the company or any of them for any purpose authorised by the Act, the liquidator may summon a meeting of the committee of inspection (if any) for the purpose of obtaining their sanction to the intended call. |
(3) A notice of the meeting of the committee of inspection in Form CIR-37 —| (a) | must be sent to each member of the committee of inspection in sufficient time to reach the member at least 7 days before the day appointed for holding the meeting; and | | (b) | must contain a statement of the proposed amount of the call and the purpose of which the call is intended. |
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(4) A notice of the intended call and the intended meeting of the committee of inspection in Form CIR-38 must be published in the Gazette and an English local daily newspaper, stating —| (a) | the time and place of the meeting of the committee of inspection; and | | (b) | that each contributory may either attend the meeting and be heard, or make any communication in writing to the liquidator or members of the committee of inspection to be laid before the meeting in reference to the intended call. |
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| (5) Any statement or representations made either to the meeting personally or addressed in writing to the liquidator or members of the committee by any contributory must be considered at the meeting of the committee of inspection before the intended call is sanctioned. |
| (6) The sanction of the committee of inspection is given by resolution passed by a majority of the members present and must be in Form CIR-39. |
| (7) Where there is no committee of inspection, the liquidator must not make a call without obtaining the permission of the Court under rule 122. [S 195/2022 wef 01/04/2022] |
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| Application to Court for permission to make call |
122.—(1) An application to the Court by a liquidator for permission to make any call for a purpose authorised by the Act (called in this rule the intended call) —| (a) | must be made by summons in Form CIR-40; | | (b) | must state the amount of the intended call; | | (c) | must contain a statement of the amount claimed as due from each contributory; | | (d) | must be supported by an affidavit in Form CIR-41; and | | (e) | subject to paragraph (2), must be served on every contributory proposed to be included in the intended call at least 7 days before the day appointed for the hearing of the application. |
[S 195/2022 wef 01/04/2022] | (2) The Court may direct that notice of the intended call in Form CIR-42 be given by advertisement without the summons being separately served on each contributory proposed to be included in the intended call. |
(3) Upon the hearing of the summons, the Court —| (a) | may grant permission to the liquidator to make the call; and [S 195/2022 wef 01/04/2022] | | (b) | may also order in Form CIR-43 the payment by the contributories respectively of the amounts due in respect of the call within a time to be specified in the order. |
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[S 195/2022 wef 01/04/2022] |
| 123. When the liquidator of a company is authorised to make a call on the contributories of the company, the liquidator must file with the Registrar a document making the call in Form CIR-44 with such variations as circumstances may require. |
| Service of notice of call |
| 124.—(1) When a call has been made by the liquidator, a copy of the resolution of the committee of inspection sanctioning the call or the order of the Court granting permission to make the call (as the case may be) must, after the call has been made, be served on each contributory included in the call. [S 195/2022 wef 01/04/2022] | (2) The copy of the resolution or order mentioned in paragraph (1) served on a contributory must be accompanied by a notice from the liquidator in Form CIR-45 or Form CIR-46 (whichever is applicable) specifying the amount of balance due from the contributory in respect of the call. |
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| 125. The payment of the amount due from a contributory of a company on a call may be enforced by order of the Court upon an application by the liquidator of the company. |
| Division 10 — Collection and distribution of assets |
| Liquidator to collect and distribute assets of company |
126.—(1) The powers and duties conferred and imposed on the Court by section 152(1) of the Act with regard to the collection of the assets of a company and the application of the assets in discharge of the company’s liabilities are to be exercised or performed by the liquidator subject to the control of the Court.| (2) For the purpose of the exercise or discharge by the liquidator of the powers and duties imposed by section 152(1) of the Act read with paragraph (1), the liquidator is, for the purpose of acquiring or retaining possession of the property of the company, in the same position as if the liquidator were a receiver of the property appointed by the Court, and the Court may, on an application of the liquidator, enforce such acquisition or retention accordingly. |
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| Power of liquidator to require delivery of property |
127.—(1) The powers conferred on the Court by section 188(5) of the Act in respect of the paying, delivery, conveyance, surrender or transfer of money, property, books or papers are to be exercised by the liquidator subject to the control of the Court. | (2) Any of the persons mentioned in paragraph (3) must, upon a notice in writing in Form CIR-47 by the liquidator of a company and within the time required in the notice, pay, deliver, convey, surrender or transfer to or into the hands of the liquidator any money, property, books or papers which are in the person’s hands and to which the company is prima facie entitled. |
(3) For the purposes of paragraph (2), the persons are the following:| (a) | a contributory for the time being on the list of contributories in relation to the company being wound up; | | (b) | any trustee, receiver, banker, agent or officer of the company being wound up. |
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| (4) The Court may, on the application of the liquidator, order the payment, delivery, conveyance, surrender or transfer of any money, property, books or papers which are in the person’s hands and to which the company is prima facie entitled. |
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| Division 11 — Special manager |
| Appointment of special manager |
128.—(1) An application by the liquidator for the appointment of a special manager under section 154 of the Act must be supported by a report of the liquidator stating the amount of remuneration which in the opinion of the liquidator ought to be allowed to the special manager.| (2) Unless the Court in any special case otherwise directs, the remuneration of the special manager is to be stated in the order appointing the special manager. |
| (3) The Court may at any subsequent time for good cause shown, make an order increasing, reducing or otherwise altering the remuneration stated in an order mentioned in paragraph (2). |
|
| Accounting by special manager |
129.—(1) Every special manager appointed by the Court under section 154 of the Act must submit an account in the form prescribed in regulation 6 of the Insolvency, Restructuring and Dissolution (Receivership) Regulations 2020 to the liquidator on whose application the special manager was appointed. | (2) After the liquidator has approved the accounts submitted by the special manager under paragraph (1), the liquidator must add the aggregate of the special manager’s receipts and payments to the liquidator’s account. |
|
| Division 12 — Proofs of debt |
130.—(1) This Division, except rule 131, applies to every winding up by the Court and every creditors’ voluntary winding up.| (2) Rule 131 applies only to a winding up by the Court. |
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| Notice to creditors to prove |
131.—(1) The powers conferred on the Court under section 155(1) of the Act in respect of the fixing of a date on or before which creditors are to prove their debts or claims, or after which the creditors are excluded from the benefit of any distribution made before those debts or claims are proved, are to be exercised by the liquidator subject to the control of the Court.(2) Subject to the provisions of Parts 3 to 12 or Part 22 of the Act and any order of the Court, the liquidator must, at least 14 days before the date fixed by the liquidator pursuant to paragraph (1) — | (a) | give notice of that date by advertising the notice in Form CIR-48 in the Gazette and at least once in an English local daily newspaper; and | | (b) | give written notice of that date in Form CIR-49 to every person mentioned in the statement of affairs of the company as a creditor and who has not proved the creditor’s debt. |
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132.—(1) If a creditor or contributory of a company is dissatisfied with the decision of the liquidator of the company in rejecting a proof (in whole or in part), the Court may, on the application of the creditor or contributory, reverse or vary the decision of the liquidator. (2) The application under paragraph (1) must be made within 21 days after the day of the rejection of the proof under —| (a) | regulation 17(1) of the Court-Ordered Winding Up Regulations; or | | (b) | regulation 23(1) of the Voluntary Winding Up Regulations. |
|
| (3) A copy of the application under paragraph (1) must be served personally on the liquidator. |
| (4) Despite paragraph (3), the copy of the application may be served in such manner as is agreed in writing between the creditor or contributory (as the case may be) and the liquidator. |
| (5) The liquidator must, within 7 days after receipt of a copy of the application, file the proof with the Registrar, together with a memorandum stating the reasons for the liquidator’s decision. |
| (6) After the application has been heard by the Court, the proof, unless wholly disallowed, is to be returned to the liquidator. |
| (7) The liquidator is not personally liable for any costs incurred in relation to an application to the Court against the liquidator’s decision rejecting a proof wholly or in part under this rule. |
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| Expunging at instance of liquidator or creditor |
133.—(1) If a liquidator thinks that a proof has been improperly admitted, the Court may, on the application of the liquidator, after notice to the creditor who filed the proof, expunge the proof or reduce its amount.| (2) The Court may expunge or reduce a proof upon the application of a creditor or contributory if the liquidator in question declines to interfere in the matter. |
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| Division 13 — Liquidator and committee of inspection |
134.—(1) This Division, except rules 135 and 138, applies to every mode of winding up. | (2) Rules 135 and 138 apply only to a winding up by the Court and a creditors’ voluntary winding up. |
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| Application to Court to fix remuneration of liquidator |
| 135. If the Official Receiver is of the opinion that the remuneration of a liquidator as fixed by the committee of inspection is unnecessarily large, the Official Receiver may apply to the Court to fix the remuneration of the liquidator. |
| Court order setting aside purchase by liquidator or member of committee of inspection |
| 136. The Court may, on application of the Official Receiver or any creditor or contributory, set aside any purchase made contrary to regulation 37 of the Court-Ordered Winding Up Regulations or regulation 47 of the Voluntary Winding Up Regulations, and may make any order as to costs as the Court thinks fit. |
| Cost of obtaining permission or sanction of Court |
| 137. In any case in which the permission or sanction of the Court is obtained as required under regulation 37, 38 or 39 of the Court-Ordered Winding Up Regulations or regulation 47 or 48 of the Voluntary Winding Up Regulations, the cost of obtaining the permission or sanction must be borne by the person in whose interest the permission or sanction is obtained, and is not payable out of the company’s assets. [S 195/2022 wef 01/04/2022] |
| Sanction of payments to committee |
138.—(1) An order of the Court sanctioning a payment to a member of a committee of inspection for any service rendered by the member in connection with the administration of the company’s assets is to specify the nature of the service, and the sanction is only to be given where the service performed is of a special nature. | (2) Except with the express sanction of the Court, no remuneration may, under any circumstances, be paid to a member of a committee of inspection for services performed by the member in the discharge of the duties attaching to the member’s office as a member of such committee. |
|
| Division 14 — Special bank account for liquidator |
| Application for special bank account |
139.—(1) Despite regulation 33 of the Court-Ordered Winding Up Regulations, where no committee of inspection has been appointed in respect of a company that is being wound up by the Court, the Court may, upon the application of the liquidator of the company, authorise the liquidator to make payments received by the liquidator in the course of the winding up into an account to the credit of the liquidator with such bank as the Court may specify (called in this Division a special bank account). | (2) The Court may give the authorisation mentioned in paragraph (1) if the Court is satisfied that for the purpose of carrying on the business of the company or obtaining advances or for any other reason, it is to the advantage of the creditors or contributories that the liquidator should have a special bank account. |
| (3) The Court may grant the authorisation under paragraph (1) for such time and on such terms as the Court thinks fit and may, at any time, order the special bank account to be closed if the Court is of the opinion that the special bank account is no longer required for the purposes mentioned in the application. |
|
| Payments into and out of special bank account |
140.—(1) Where a liquidator is authorised under rule 139 to make payments into a special bank account, the liquidator must immediately pay all moneys received by the liquidator into the special bank account to the credit of the liquidator.(2) Every payment by the liquidator out of the special bank account must be made —| (a) | by cheque in accordance with paragraph (3); or | | (b) | by electronic fund transfer in accordance with an arrangement with the bank under which no payment instructed by the liquidator may be made unless the following persons in sub‑paragraph (i) or (ii) authorise the payment:| (i) | a member of the committee of inspection in question and any other person as the committee of inspection may appoint; | | (ii) | where no committee of inspection has been appointed in respect of the company in question — any person or persons as the Court may appoint. |
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(3) Every payment by the liquidator out of the special bank account by cheque must be made payable to order, and the cheque —| (a) | must have marked or written on the face of it the name of the company, and must be signed by the liquidator; and | | (b) | must be countersigned —| (i) | by at least one member of the committee of inspection in question and any other person as the committee of inspection may appoint; or | | (ii) | where no committee of inspection has been appointed in respect of the company in question — by any person or persons as the Court may appoint. |
|
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| (4) In this rule, “electronic fund transfer”, in relation to a special bank account, means an electronic transfer of funds from the special bank account to another bank account. |
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| Division 15 — Release or resignation of liquidator |
| Notice of liquidator’s intention to apply for release, etc. |
141.—(1) A liquidator who intends to make an application to the Court under section 147 of the Act for an order that the liquidator be released, or for an order that the liquidator be released and the company be dissolved, must comply with paragraphs (2), (3) and (4) after the liquidator has complied with section 148 of the Act. | (2) The liquidator must give notice of the liquidator’s intention to make an application mentioned in paragraph (1), at least 21 days before the application is made, to all creditors who have proved their debts against the company and to all the contributories of the company. |
| (3) The notice mentioned in paragraph (2) must be accompanied by a summary of all receipts and payments in the winding up of the company. |
| (4) The notice of the liquidator’s intention mentioned in paragraph (2) must be in Form CIR-50. |
| (5) The application to the Court under section 147 of the Act must be in Form CIR-51. |
|
| Resignation of liquidator |
| 142. The liquidator of a company who is appointed as liquidator of the company by the Court or by the direction of the Court, and who intends to resign his or her office, must give 2 months’ written notice of his or her resignation to the Court (in addition to those persons mentioned in regulation 54 of the Court-Ordered Winding Up Regulations or regulation 45 of the Voluntary Winding Up Regulations, whichever is applicable). |
| Division 16 — Transfers of actions and proceedings |
| Judge may order transfer of pending actions |
| 143. Where an order has been made for the winding up of a company, the Judge has the power to order the transfer to him or her of any action, cause or matter pending, brought or continued by or against the company. |
| 144. Where any action, cause or matter pending, brought or continued by or against a company against which a winding up order has been made is transferred under rule 143, the Judge may determine and deal with any application, matter or proceeding which, if the action, cause or matter had not been transferred, would have been determined in chambers. |
Division 17 — Allowance and assessment of costs,
charges and expenses |
[S 195/2022 wef 01/04/2022] | 145. Subject to the provisions of this Division, the provisions of the Rules of Court relating to costs apply, with the necessary modifications, to the allowance and assessment of costs in any proceedings under Parts 3 to 12 or Part 22 of the Act or these Rules. [S 195/2022 wef 01/04/2022] |
| Application of rules 147 to 156 |
| 146. Rules 147 to 156 apply only to or in relation to a winding up by the Court. |
| Assessment of costs, charges or expenses payable by liquidator |
| 147.—(1) Every solicitor, manager, accountant, auctioneer, broker or other person employed or engaged by a liquidator in a winding up must, on request by the liquidator, deliver the person’s bill of costs, charges or expenses to the Registrar for the purpose of assessment. [S 195/2022 wef 01/04/2022] (2) The request by the liquidator must be —| (a) | made a sufficient time before the declaration of a dividend by the liquidator; and | | (b) | in Form CIR-52. |
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(3) If a person does not deliver the person’s bill of costs, charges or expenses to the Registrar for the purpose of assessment before the time stated in the request by the liquidator or such extended time as the Registrar may allow —| (a) | the liquidator must declare and distribute the dividend without regard to the person’s claim; and | | (b) | subject to any order of the Court, the person’s claim is forfeited. |
[S 195/2022 wef 01/04/2022] |
[S 195/2022 wef 01/04/2022] |
| Bill of costs, charges or expenses to be assessed generally |
| 148.—(1) Subject to this rule, no payment in respect of any bill of costs, charges or expenses in respect of a solicitor, manager, accountant, auctioneer, broker or other person employed or engaged by a liquidator in the winding up of a company may be allowed out of the assets of the company without proof that the costs, charges or expenses have been duly assessed and allowed by the Registrar. [S 195/2022 wef 01/04/2022] (2) Paragraph (1) does not apply to —| (a) | a payment for costs or expenses incurred and sanctioned under regulation 31(2) of the Court-Ordered Winding Up Regulations; or | | (b) | a payment in respect of a bill of costs, charges or expenses where such costs, charges or expenses —| (i) | do not exceed the sum of $10,000; or | | (ii) | exceed the sum of $10,000 but do not exceed the sum of $100,000, and have been approved for payment by the committee of inspection in question. |
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| (3) Despite paragraph (2)(b) but subject to paragraph (4), the Official Receiver may, either of his or her own volition or upon request by any creditor, contributory, member or the liquidator (if not the Official Receiver) of the company, require that any bill of costs, charges or expenses be assessed by the Registrar before payment is made in respect of the bill. [S 195/2022 wef 01/04/2022] |
(4) The Official Receiver must not require any bill of costs, charges or expenses delivered by a person in respect of work done by the person in a winding up to be assessed unless —| (a) | the Official Receiver has reasonable grounds to believe that —| (i) | the costs, charges or expenses under the bill are excessive; or | | (ii) | the aggregate of the costs, charges or expenses under 2 or more bills delivered by the person in respect of work done by the person in the winding up is excessive; or |
| | (b) | the Official Receiver is satisfied that it is in the interest of the creditors, contributories and members of the company that the bill of costs, charges or expenses be assessed. |
[S 195/2022 wef 01/04/2022] |
[S 195/2022 wef 01/04/2022] |
| Notice of appointment to assess |
| 149. Where a bill of costs, charges or expenses in any winding up by the Court has been lodged with the Registrar, the Registrar must give notice of an appointment to assess the bill of costs, charges or expenses to the liquidator in the winding up and to the person to or by whom the bill of costs, charges or expenses is to be paid. [S 195/2022 wef 01/04/2022] |
| Copy of bill of costs, charges or expenses to be furnished to liquidator |
| 150. Every person whose bill of costs, charges or expenses in a winding up is to be assessed must furnish a copy of the bill to be so assessed to the liquidator. [S 195/2022 wef 01/04/2022] |
| 151. The liquidator in a winding up may attend or be represented on the assessment of a person’s bill of costs, charges or expenses. [S 195/2022 wef 01/04/2022] |
| Certificate of assessment |
| 152. Upon completing the assessment of a person’s bill of costs, charges or expenses, the Registrar must issue to the person a certificate of assessment in Form CIR-53. [S 195/2022 wef 01/04/2022] |
| Certificate as to special terms of remuneration, etc. |
153. Where the bill of costs, charges or expenses of any solicitor, manager, accountant, auctioneer, broker or other person employed or engaged by a liquidator in the winding up of a company is payable out of the assets of the company, the following must be produced to the Registrar on the assessment of the bill:| (a) | a certificate in writing signed by the liquidator and setting forth any special terms of remuneration which have been agreed to; | | (b) | in the case of the bill of costs of a solicitor, a copy of the resolution or other authority sanctioning the employment of the solicitor. |
[S 195/2022 wef 01/04/2022] |
154.—(1) Where a liquidator or special manager in a winding up receives remuneration for the services of the liquidator or special manager as such, no payment is to be allowed on the account of the liquidator or special manager in respect of the performance by any other person of the ordinary duties which are required by the Act, these Rules or the regulations to be performed by the liquidator or special manager, as the case may be.| (2) Where a liquidator is a solicitor, the liquidator may contract that the remuneration for his or her services as liquidator includes all professional services. |
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155. Where any person affected by any proceedings in a winding up desires to make an application for an order that the person be allowed the person’s costs or any part of the costs incidental to such proceedings, and the application is not made at the time of the proceedings —| (a) | the person must serve notice of the person’s intended application on the liquidator in question; | | (b) | the liquidator may appear on the application and object to the application; and | | (c) | no costs of or incidental to the application are to be allowed to the person unless the Court is satisfied that the application could not have been made at the time of the proceedings. |
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| Costs ordered by Court or Judge to be paid by company, etc. |
156.—(1) Rule 155 does not apply to or affect costs which, in the course of legal proceedings by or against a company, are ordered by the Court in which such proceedings are pending or a Judge to be paid by the company or the liquidator.| (2) Rule 155 does not affect the rights of the person to whom the costs mentioned in paragraph (1) are payable. |
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| Division 18 — Miscellaneous |
| 157. This Division applies to every mode of winding up. |
| 158. Where the attendance of the liquidator is required in any proceedings in court or chambers, the liquidator need not attend in person unless the Court directs the liquidator to attend in person. |
| 159. The Court may, at any time during the progress of a winding up of a company, on the application of the liquidator or the Official Receiver, direct that such of the books, papers and documents of the company or of the liquidator as are no longer required for the purpose of the winding up, may be sold, destroyed or otherwise disposed of. |
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