—(1) For the purposes of this Division, “unregistered company” includes a foreign company and any partnership, association or company consisting of more than 5 members but does not include a company incorporated under this Act or under any corresponding previous written law.
(2) This Division shall be in addition to, and not in derogation of, any provisions contained in this or any other written law with respect to the winding up of companies by the Court and the Court or the liquidator may exercise any powers or do any act in the case of unregistered companies which might be exercised or done by it or him in winding up companies.
[UK, 1948, ss. 398, 404; Aust., 1961, s. 314]
—(1) Subject to this Division, any unregistered company may be wound up under this Part, which Part shall apply to an unregistered company with the following adaptations:
the principal place of business of such company in Singapore shall for all the purposes of the winding up be the registered office of the company;
no such company shall be wound up voluntarily;
the circumstances in which the company may be wound up are —
if the company is dissolved or has ceased to have a place of business in Singapore or has a place of business in Singapore only for the purpose of winding up its affairs or has ceased to carry on business in Singapore;
if the company is unable to pay its debts;
if the Court is of opinion that it is just and equitable that the company should be wound up.
(2) An unregistered company shall be deemed to be unable to pay its debts if —
a creditor by assignment or otherwise to whom the company is indebted in a sum exceeding $2,000 then due has served on the company, by leaving at its principal place of business in Singapore or by delivering to the secretary or a director, manager or principal officer of the company or by otherwise serving in such manner as the Court approves or directs, a demand under his hand requiring the company to pay the sum so due, and the company has for 3 weeks after the service of the demand neglected to pay the sum or to secure or compound for it to the satisfaction of the creditor;
any action or other proceeding has been instituted against any member for any debt or demand due or claimed to be due from the company or from him in his character of member, and, notice in writing of the institution of the action or proceeding having been served on the company by leaving it at its principal place of business in Singapore or by delivering it to the secretary or a director, manager or principal officer of the company or by otherwise serving it in such manner as the Court approves or directs, the company has not within 10 days after service of the notice paid, secured or compounded for the debt or demand or procured the action or proceeding to be stayed or indemnified the defendant to his reasonable satisfaction against the action or proceeding and against all costs, damages and expenses to be incurred by him by reason thereof;
execution or other process issued on a judgment, decree or order obtained in any court in favour of a creditor against the company or any member thereof as such or any person authorised to be sued as nominal defendant on behalf of the company is returned unsatisfied; or
it is otherwise proved to the satisfaction of the Court that the company is unable to pay its debts.
(3) A company incorporated outside Singapore may be wound up as an unregistered company under this Division notwithstanding that it is being wound up or has been dissolved or has otherwise ceased to exist as a company under the laws of the place under which it was incorporated.
(4) In this section, “to carry on business” has the same meaning as in section 366.
[UK, 1948, ss. 399, 400; Aust., 1961, s. 315]
—(1) On an unregistered company being wound up every person shall be a contributory —
who is liable to pay or contribute to the payment of —
any debt or liability of the company;
any sum for the adjustment of the rights of the members among themselves; or
the costs and expenses of winding up; or
where the company has been dissolved in the place in which it is formed or incorporated, who immediately before the dissolution was so liable,
and every contributory shall be liable to contribute to the assets of the company all sums due from him in respect of any such liability.
(2) On the death or bankruptcy of any contributory, the provisions of this Act with respect to the personal representatives of deceased contributories and the assignees and trustees of bankrupt contributories respectively shall apply.
[UK, 1948, s. 401; Aust., 1961, s. 316]
—(1) The provisions of this Act with respect to staying and restraining actions and proceedings against a company at any time after the making of an application for winding up and before the making of a winding up order shall, in the case of an unregistered company where the application to stay or restrain is by a creditor, extend to actions and proceedings against any contributory of the company.
(2) Where an order has been made for winding up an unregistered company, no action or proceeding shall be proceeded with or commenced against any contributory of the company in respect of any debt of the company except by leave of the Court and subject to such terms as the Court imposes.
[UK, 1948, ss. 402, 403; Aust., 1961, s. 317]
—(1) Where an unregistered company the place of incorporation or origin of which is in a designated country has been dissolved and there remains in Singapore any outstanding property, movable or immovable, including things in action which was vested in the company or to which it was entitled or over which it had a disposing power at the time it was dissolved, but which was not got in, realised upon or otherwise disposed of or dealt with by the company or its liquidator before the dissolution, the property, except called and uncalled capital, shall, by the operation of this section, be and become vested, for all the estate and interest therein legal or equitable of the company or its liquidator at the date the company was dissolved, in such person as is entitled thereto according to the law of the place of incorporation or origin of the company.
(2) Where the place of origin of an unregistered company is Singapore, sections 345 to 349 (both inclusive) shall with such adaptations as may be necessary apply in respect of that company.
(3) Where it appears to the Minister that any law in force in any other country contains provisions similar to this section, he may, by notification in the Gazette, declare that other country to be a designated country for the purposes of this section.
[Aust., 1961, s. 318]