Singapore Government
Link to Homepage
Home | About Us | Browse | Advanced Search | Results | My Preferences | FAQ | Help
 
Contents

Long Title

Part I PRELIMINARY

Part II ADMINISTRATION OF THIS ACT

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

Division 2 — Powers

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

Division 2 — Restrictions on allotment and commencement of business

Division 3 — Shares

Division 3A — Reduction of share capital

Division 4 — Substantial shareholdings

Division 5 — Debentures

Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements

Division 6 — Interests other than shares, debentures, etc.

Division 7 — Title and transfers

Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities

Division 8 — Registration of charges

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

Division 2 — Directors and officers

Division 3 — Meetings and proceedings

Division 4 — Register of members

Division 5 — Annual return

Part VI FINANCIAL STATEMENTS AND AUDIT

Division 1 — Financial statements

Division 2 — Audit

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

Part VIII RECEIVERS AND MANAGERS

Part VIIIA JUDICIAL MANAGEMENT

Part IX INVESTIGATIONS

Part X WINDING UP

Division 1 — Preliminary

Division 2 — Winding up by Court

Subdivision 1 General

Subdivision 2 Liquidators

Subdivision 3 Committees of inspection

Subdivision 4 General powers of Court

Division 3 — Voluntary winding up

Subdivision 1 Introductory

Subdivision 2 Provisions applicable only to members’ voluntary winding up

Subdivision 3 Provisions applicable only to creditors’ voluntary winding up

Subdivision 4 Provisions applicable to every voluntary winding up

Division 4 — Provisions applicable to every mode of winding up

Subdivision 1 General

Subdivision 2 Proof and ranking of claims

Subdivision 3 Effect on other transactions

Subdivision 4 Offences

Subdivision 5 Dissolution

Division 5 — Winding up of unregistered companies

Part XI VARIOUS TYPES OF COMPANIES, ETC.

Division 1 — Investment companies

Division 2 — Foreign companies

Part XII GENERAL

Division 1 — Enforcement of this Act

Division 2 — Offences

Division 3 — Miscellaneous

FIRST SCHEDULE Repealed written laws

SECOND SCHEDULE Fees to be paid to the Registrar

THIRD SCHEDULE

FOURTH SCHEDULE Regulations for management of a company limited by shares

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in lieu of prospectus

SEVENTH SCHEDULE

EIGHTH SCHEDULE Annual return of a company having a share capital

NINTH SCHEDULE

TENTH  SCHEDULE

ELEVENTH  SCHEDULE Powers of judicial manager

TWELFTH  SCHEDULE Contents of directors’ statement

THIRTEENTH  SCHEDULE Criteria for small company and small group

Legislative Source Key

Legislative History

Comparative Table

 
Slider
Left Corner
Print   Link to Viewed VersionLink to In-Force Version
On 30/07/2015, you requested the version in force on 30/07/2015 incorporating all amendments published on or before 30/07/2015. The closest version currently available is that of 01/07/2015.
Slider
Power to compromise with creditors and members
210.
—(1)  Where a compromise or arrangement is proposed between a company and its creditors or any class of them or between the company and its members or any class of them, the Court may, on the application in a summary way of the company or of any creditor or member of the company, or, in the case of a company being wound up, of the liquidator, order a meeting of the creditors or class of creditors or of the members of the company or class of members to be summoned in such manner as the Court directs.
(2)  A meeting held pursuant to an order of the Court made under subsection (1) may be adjourned from time to time if the resolution for adjournment is approved by a majority in number representing three-fourths in value of the creditors or class of creditors or members or class of members present and voting either in person or by proxy at the meeting.
(3)  If a majority in number representing three-fourths in value of the creditors or class of creditors or members or class of members present and voting either in person or by proxy at the meeting or the adjourned meeting agrees to any compromise or arrangement, the compromise or arrangement shall, if approved by order of the Court, be binding on all the creditors or class of creditors or on the members or class of members, as the case may be, and also on the company or, in the case of a company in the course of being wound up, on the liquidator and contributories of the company.
(3A)  Where the company is a banking corporation or licensed insurer, as the case may be, the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act (Cap. 186) shall have the same powers and rights as a creditor of the company under the Companies Act including the right to appear and be heard before a Court in any proceedings under this section, but shall not have the right to vote at any meeting summoned under this section.
[16/2011 wef 01/05/2011]
[1/2007 wef 31/03/2007]
[Act 11 of 2013 wef 18/04/2013]
(4)  Subject to subsection (4A), the Court may grant its approval to a compromise or arrangement subject to such alterations or conditions as it thinks just.
[1/2007 wef 31/03/2007]
(4A)  The Court shall not approve any compromise or arrangement which has been proposed for the purposes of or in connection with any scheme referred to in section 212(1) under which the whole or any part of the undertaking or the property of a banking corporation incorporated in Singapore or licensed insurer incorporated in Singapore is to be transferred, unless the Minister charged with the responsibility for banking or insurance matters, as the case may be, has consented to the compromise or arrangement or has certified that his consent is not required.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
(5)  An order under subsection (3) shall have no effect until a copy of the order is lodged with the Registrar, and upon being so lodged, the order shall take effect on and from the date of lodgment or such earlier date as the Court may determine and as may be specified in the order.
[12/2002]
(6)  Subject to subsection (7), a copy of every order made under subsection (3) shall be annexed to every copy of the memorandum of the company issued after the order has been made, or, in the case of a company not having a memorandum, to every copy so issued of the instrument constituting or defining the constitution of the company.
(7)  The Court may, by order, exempt a company from compliance with the requirements of subsection (6) or determine the period during which the company shall so comply.
(8)  Where any such compromise or arrangement (whether or not for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any 2 or more companies) has been proposed, the directors of the company shall —
(a)
if a meeting of the members of the company by resolution so directs, instruct such accountants or solicitors or both as are named in the resolution to report on the proposals and forward their report or reports to the directors as soon as possible; and
(b)
make such report or reports available at the registered office of the company for inspection by the shareholders and creditors of the company at least 7 days before the date of any meeting ordered by the Court to be summoned as provided in subsection (1).
(9)  Every company which makes default in complying with subsection (6) or (8) and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]
Power of Court to restrain proceedings
(10)  Where no order has been made or resolution passed for the winding up of a company and any such compromise or arrangement has been proposed between the company and its creditors or any class of such creditors, the Court may, in addition to any of its powers, on the application in a summary way of the company or of any member or creditor of the company restrain further proceedings in any action or proceeding against the company except by leave of the Court and subject to such terms as the Court imposes.
(10A)  Where the terms of any compromise or arrangement approved under this section provides for any money or other consideration to be held by or on behalf of any party to the compromise or arrangement in trust for any person, the person holding the money or other consideration may, after the expiration of 2 years and shall before the expiration of 10 years from the date on which the money or other consideration was received by the person, transfer the money or other consideration to the Official Receiver.
(10B)  The Official Receiver shall —
(a)
deal with any moneys received under subsection (10A) as if the moneys were paid to him under section 322; and
(b)
sell or dispose of any other consideration received under subsection (10A) in such manner as he thinks fit and shall deal with the proceeds of such sale or disposal as if it were moneys paid to him under section 322.
(11)  In this section —
“arrangement” includes a reorganisation of the share capital of a company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both these methods;
“company” means any corporation or society liable to be wound up under this Act.
[UK, 1948, s. 206; Aust., 1961, s. 181]
History for Provision '210 Power to compromise with creditors and members'.
Left Arrow
Right Arrow
pr210-.
31/10/2006
Formal Consolidation
31 October 2006
2006 RevEd
 
Compare versionsDiff

31/03/2007
Informal Consolidation
13 February 2007
Amended
Act 1 of 2007

01/11/2007
Informal Consolidation
01 November 2007
Amended
Act 39 of 2007

01/05/2011
Informal Consolidation
29 April 2011
Amended
Act 16 of 2011

01/01/2012
Informal Consolidation
29 December 2011
Amended
S 718/2011

19/11/2012
Informal Consolidation
23 February 2009
Amended
Act 2 of 2009

18/04/2013
Informal Consolidation
17 April 2013
Amended
Act 10 of 2013

18/04/2013
Informal Consolidation
17 April 2013
Amended
Act 11 of 2013

07/03/2014
Informal Consolidation
26 February 2014
Amended
Act 5 of 2014

01/07/2015
Informal Consolidation
23 June 2015
Amended
S 382/2015

01/07/2015
Informal Consolidation
23 June 2015
Amended
Act 36 of 2014

01/07/2015
Informal Consolidation
23 June 2015
Amended
S 383/2015