I INSOLVENCY LAW, POLICY AND PROCEDURE

i Statutory framework and substantive law

Corporate insolvency in Singapore is primarily governed by the Companies Act, which is supplemented by the Companies (Winding-Up) Rules and the Companies Regulations. Certain provisions of the Bankruptcy Act also apply to corporate insolvency in Singapore and the Bankruptcy Rules are also relevant.

Apart from the general corporate insolvency provisions, Singapore has also provided for industry-specific insolvency or winding-up rules for certain industries. These rules will apply to the relevant industry in addition to the insolvency provisions under general company law.

Singapore insolvency law and practice is substantially based on insolvency law and practice in the United Kingdom and Australia. In light of the reforms of the insolvency laws in these jurisdictions as well as Singapore’s plans to be a regional hub for corporate restructuring and insolvency work,2 it is timely that Singapore insolvency laws are now set for major reforms. This is following the Minister of Law’s appointment in December 2010 of the Insolvency Law Review Committee (ILRC) to review Singapore’s existing personal bankruptcy and corporate insolvency regime and to provide recommendations in relation to a new omnibus Insolvency Act.

ii Policy

At present, the Companies Act provides for a range of insolvency and reorganisation options for companies in distress, namely: liquidation, judicial management and receivership of companies, as well as schemes of arrangement entered into between companies and their creditors and shareholders.

In October 2013, the ILRC issued a report (the ILRC Report), endorsing the enactment of a new Insolvency Act and setting out various recommendations on the provisions of the new Insolvency Act. The recommendations by the ILRC included proposals to enhance the existing insolvency and reorganisation mechanisms as well as the management of cross-border insolvency issues.

The ILRC Report was the subject of a public consultation exercise that ended on 2 December 2013. Pursuant to the public consultation, in May 2014, the Ministry of Law issued its response to the feedback received. The ILRC’s recommendations for reforming Singapore’s bankruptcy and corporate insolvency frameworks were broadly accepted by the Singapore government in May 2014. Some of the key recommendations contained in the ILRC Report in respect of corporate insolvency and reorganisation that were accepted by the Ministry of Law, and that are expected to be in the new Insolvency Act, are highlighted below:

  • a the adoption of a summary liquidation regime for cases where realisable assets are insufficient to cover the expenses of liquidation and the affairs of the company do not require further investigations;
  • b a floating charge holder who consents to judicial management should be granted the right to appoint the judicial manager;
  • c the judicial management regime should be extended to include foreign companies;
  • d allowing the grant of super-priority status for creditors who provide rescue financing both in the context of judicial management and schemes of arrangement;
  • e the scope of the moratorium granted in schemes of arrangement will be expanded with the appropriate safeguards to allow the court to tailor the scope of the moratorium according to the circumstances of each case and to prevent abuse;
  • f where the requisite majorities in number and value of creditors have been obtained, a scheme of arrangement should be passed over the objections of dissenting creditors, subject to the court being satisfied that the dissenting creditors are not prejudiced by such a cramdown; and
  • g the United Nations Commission on International Trade Law Model Law on Cross-Border Insolvency should be adopted with appropriate modifications and exclusions.
iii Insolvency procedures
Liquidation

Liquidation is also referred to as ‘winding up’. There are two types of winding up currently provided for under Singapore law: compulsory winding up (or winding up by the court) and voluntary winding up (consisting of creditors’ voluntary winding up or members’ voluntary winding up).3

The objective of compulsory winding up is to realise a company’s assets and distribute them to creditors in order of priority. Any company can be compulsorily wound up, regardless of whether it is registered in Singapore, provided that it has some connection with Singapore and meets the relevant criteria under the Companies Act.

The objective of a creditors’ voluntary winding up is to wind up a company without reference to the courts. Any company registered in Singapore can be wound up in this way. In a creditors’ voluntary winding up, the creditors have the right to nominate the liquidator. If the creditors do not nominate a liquidator, the liquidator will be nominated by the company.4

The objective of a members’ voluntary winding up is to wind up a company when its shareholders no longer wish it to continue in business, to pay all the company’s creditors in full and to distribute any surplus to the shareholders. Members’ voluntary winding up can only be effected when the company is solvent. The company has the right to appoint the liquidator in a members’ voluntary winding up.5

Provisional liquidation

A provisional liquidator will be appointed by the High Court (the Court) pending determination of the winding-up application6 if the applicant can demonstrate a prima facie case for the granting of a winding-up order and the Court is satisfied in the circumstances of the case that a provisional liquidator should be appointed.

The provisional liquidator is obliged to preserve the company’s affairs at status quo so as to protect the company’s assets. A provisional liquidator’s powers are prescribed by the court order appointing him or her.7

Upon the making of a winding-up order or the appointment of a provisional liquidator, all the property of the company vests in the liquidator (or the provisional liquidator as the case may be).8

Judicial management

A company or its creditors may apply to the Court for an order that the company be placed under judicial management if: the company is or will be unable to pay its debts; and there is a reasonable probability of rehabilitating the company or of preserving all or part of its business as a going concern or that otherwise the interests of creditors would be better served than by resorting to a winding up.9

Any company registered in Singapore can be placed in judicial management provided that the Court is satisfied that the company is or will be unable to pay its debts, and that the judicial management order will achieve one or more of the following purposes:

  • a the survival of the company, or the whole or part of its undertaking as a going concern;
  • b the approval under Section 210 of the Companies Act of a compromise or scheme of arrangement; or
  • c a more advantageous realisation of the company’s assets than would be effected on a winding up.10

The judicial manager has the power to manage the business and property of the company.11 In addition, during the period for which a judicial management order is in force:

  • a the company cannot be wound up;
  • b no receiver and manager of the whole of the company’s property can be appointed;
  • c there is a moratorium on legal proceedings against the company; and
  • d no security can be enforced against the company’s property except with the consent of the judicial manager or with leave of the court.12

An interim judicial manager may be appointed by the court pending determination of the judicial management application if: the applicant can demonstrate a prima facie case for the granting of a judicial management order; and the Court is satisfied in the circumstances of the case that an interim judicial manager should be appointed.

Receivership

The High Court may order the appointment of a receiver or a receiver and manager in ‘all cases in which it appears to the Court to be just and convenient’.13 It is clear that the Court has relatively wide powers of discretion whether to make such an appointment. Court appointments usually come about where there is genuine concern that the company’s assets are in jeopardy and may be dissipated to the detriment of the debenture holders.

Often, a secured creditor may also enforce its security rights against the debtor company by appointing a receiver or a receiver or manager. The receiver’s primary duty is to realise the assets for the benefit of the secured creditors that appointed him or her, or in the case of the receiver and manager, to manage and realise the assets that come within the ambit of his or her appointment.

Schemes of arrangement

A scheme of arrangement is often used as a means of corporate rescue. A scheme of arrangement is a binding arrangement between the company and its creditors or shareholders, which may among other things, seek to compromise the company’s debts and liabilities.14

A scheme of arrangement is binding on all creditors or class of creditors or shareholders or class of shareholders as the case may be if a majority in number representing three-quarters in value of those creditors or class of creditors or shareholders or class of shareholders agrees to the scheme of arrangement, and if the Court approves the scheme of arrangement.15

iv Starting proceedings
Liquidation
Compulsory winding up

An application may be presented to the High Court for an order that a company be wound up compulsorily if it is unable to pay its debts.16 A company is deemed to be unable to pay its debts when:

  • a it is served with a statutory demand for a sum in excess of S$10,000 and it is unable to within 21 days from the date of service of the statutory demand, pay the sum or to secure or compound the sum to the reasonable satisfaction of the creditor;17 or
  • b it is unable to pay its debts if execution or other process issued on a judgment in favour of a creditor of the debtor company is returned unsatisfied in whole or in part.18

Generally, a winding-up application can be presented to the Court by: the company; the company’s directors; or the company’s creditors.19 The winding-up application may provide for a private liquidator or the Official Receiver to be appointed as a liquidator of the company. Winding up is deemed to have commenced when the winding-up application is made.20

After the winding-up application is made, the company, any creditor or contributory may apply to the Court to stay any further proceedings in any pending actions against the company.21

Creditors’ voluntary winding up

A company’s directors can begin the procedure to wind up the company voluntarily if they believe that there is no real prospect of the company paying its debts. The directors must convene an extraordinary general meeting (EGM) of shareholders, where the shareholders must pass a special resolution for winding up by at least 75 per cent of votes cast. A creditors’ meeting is held within one day of this resolution to appoint a liquidator (and possibly a committee of inspection).22

A statutory declaration of the company’s inability to carry on business by reason of its liabilities (statutory declaration)23 and a statement of affairs pertaining to the company must be filed with the Accounting and Corporate Regulatory Authority (ACRA) within seven days of the appointment of the liquidator.24 Within one month of the date of the statutory declaration, an EGM of the company’s shareholders and a meeting of the company’s creditors must be convened. Voluntary winding up is deemed to have commenced when the resolution for voluntary winding up is passed25 or on the date of the making of the statutory declaration in the situation where a provisional liquidator is appointed.

Members’ voluntary winding up

The company’s directors must make a statutory declaration of solvency within five weeks before the EGM of the company’s shareholders is convened to consider and – if they think fit – to pass the special resolution to wind up the company.26 The directors must also prepare a statement of affairs.27 The EGM is convened (with at least 21 days’ notice). At this meeting, the shareholders must pass a special resolution to resolve to wind up the company voluntarily and appoint a liquidator.28

In the event the liquidator in a members’ voluntary winding up forms the view that the company is unable to make payment of its liabilities as originally envisaged in the statutory declaration of solvency, the members’ voluntary winding up can no longer proceed as such. The liquidator may then summon a meeting of the company’s creditors and lay before them the company’s statement of assets and liabilities. At this meeting, the creditors will also have the option to appoint some other person to act as liquidator. Thereafter, the winding up shall proceed in the form of a creditors’ voluntary winding up.29

Judicial management

The application for a judicial management order may be made by the company, a creditor (or creditors jointly) including a contingent or prospective creditor, or a director of the company if authorised by a resolution of the members or of the board of directors.30

There is an automatic moratorium on all proceedings against the company starting from the time the application for judicial management is made until the High Court makes a determination on the application. The moratorium is wide-ranging and restrains, inter alia, the passing of a resolution for winding up of the company as well as enforcement action against any charge or security held over the company’s property.31

The Court is obliged to dismiss an application for judicial management where a receiver and manager of the whole (or substantially the whole) of a company’s property under a debenture secured by a floating charge or a fixed and floating charge has been or will be appointed, or a creditor with the power to appoint such a receiver and manager opposes the application for judicial management.32

In the event the Court grants the judicial management order, judicial management is deemed to have commenced from the time the application for judicial management is made.33

Receivership

Holders of debentures that contain an express power to appoint a receiver or a receiver and manager can make such an appointment privately. The powers of the receiver or receiver and manager are prescribed by the terms of the debenture.

Where the debentures do not provide for the appointment of a private receiver or receiver and manager, the holders of such debentures may make an application for the Court to appoint a receiver.34

Scheme of arrangement

An application to the Court for approval of a scheme of arrangement may be made by the company, any creditor or member of the company or the liquidator of the company (where the company is being wound up).35 The application is made by way of originating summons supported by an affidavit.

An application for approval of a scheme of arrangement does not operate as an automatic stay of all proceedings against the company. Therefore, in the absence of a moratorium granted by the Court under Section 210(10) of the Companies Act, any dissenting creditor can begin winding-up proceedings against the company, which may prevent a scheme from being implemented. Accordingly, a scheme is often prepared concurrently with an application for a moratorium to restrain or stay proceedings against the company.36 The moratorium may also restrain the appointment of a receiver or receiver and manager. Whether the moratorium would be granted is a matter of the Court’s discretion.

Creditors or members who disapprove of and voted against the proposed scheme are entitled to make the relevant representations to the Court. The Court is entitled to take into account such representations in deciding whether to approve the scheme.

A scheme that has been approved by the Court may only be amended or varied by way of an order of court. A scheme approved by the Court will need to be lodged with the ACRA before it becomes binding.

v Control of insolvency proceedings

Singapore has no specialised insolvency courts and corporate insolvency matters are determined before a judge in the High Court. Generally, the various insolvency procedures will be administered by the respective insolvency professionals appointed. However, the Court does retain a certain degree of oversight.

Liquidation

Upon the making of a winding-up order by the Court, the liquidator may only carry on the business of the company so far as is necessary for the beneficial winding up of the company for the period of four weeks after the date of the winding-up order. Thereafter, the liquidator can only do so with the leave of the Court or the committee of inspection.37 The powers of the company’s directors also effectively cease when the winding-up order is made by the Court.

In the case of voluntary winding-up, upon the appointment of a liquidator, all the powers of the company’s directors shall cease except to the extent approved by the liquidator or by the members of the company with the consent of the liquidator in the case of a members’ voluntary winding up or the committee of inspection in the case of a creditors’ voluntary winding up.38

The liquidator is regarded as an officer of the Court and is therefore expected to discharge his or her duties accordingly. All private liquidators are subject to the supervision of the Official Receiver. The Official Receiver may take cognisance of the conduct of a liquidator to determine whether the liquidator has faithfully performed his or her duties and observed all the requirements imposed on him or her by law in relation to the performance of his or her duties. In the event any complaint is made against a liquidator, the Official Receiver shall make inquiries into the complaint and take the appropriate action.39

The liquidator in a compulsory winding up is required to seek the Court’s leave to be released from his or her office as liquidator.40

Judicial management

Upon appointment, a judicial manager steps into the shoes of the company’s directors and is deemed to be the company’s agent with the ability to exercise the powers of the company’s officers.41 The judicial manager is also regarded as an officer of the Court and is therefore expected to discharge his or her duties accordingly. A judicial manager may be removed at any time by the Court and he or she is required to seek the Court’s leave to be released from his or her office as judicial manager.42

A judicial manager is obliged to table a statement of his or her proposals to achieve one or more of the purposes stated in the judicial management order (Statement of Proposals) for the company’s creditors. The Statement of Proposals must be sent to the Registrar of the ACRA as well as all creditors of the company.43 Thereafter, the judicial manager is obliged to summon a meeting of all the company’s creditors to consider and vote on the Statement of Proposals. The judicial manager is required to report to the Court the proceedings of the creditors’ meeting and the results of the voting on the Statement of Proposals.44

A judicial manager may be held personally liable for any contracts entered into by him or her on behalf of the company, or for any contracts previously entered into by the company and which he or she had adopted.45

Receivership

A receiver or manager (regardless of whether he or she is appointed privately or by the Court), may apply to the Court to seek directions for any matter connected to the performance of his or her functions.46

Any creditor, contributory or liquidator of a company may also apply to the Court to examine the conduct of a receiver or manager who appears to have misapplied, retained or become liable or accountable for any money or property of the company.; the same applies if the receiver or manager appears to have committed any misfeasance or breach of trust or duty in respect of the company.47

Scheme of arrangement

The Court has the power to supervise scheme meetings and it is open to the scheme manager to apply to the Court for directions and other ancillary orders as may be appropriate.

vi Special regimes

Singapore has enacted additional industry-specific legislative provisions for insolvency. Examples include the resolution regime for a bank licensed under the Banking Act as set out in the Monetary Authority of Singapore Act and the resolution regime for insurance companies as set out in the Insurance Act.

vii Cross-border issues

Singapore has few express statutory provisions relating to how cross-border insolvency issues should be addressed. However, in the seminal case of Beluga Chartering GmbH (in liquidation) and others v. Beluga Projects (Singapore) Pte Ltd (in liquidation) and another (deugro (Singapore) Pte Ltd, non-party) [2014] 2 SLR 815 (Beluga Chartering), the Court of Appeal helpfully clarified that the ancillary liquidation doctrine is a part of the common law in Singapore and that pursuant to this doctrine, the Court has the power to direct the local liquidator to remit assets collected locally to the principal place of liquidation. The operation of such a doctrine does not extend to authorising the local liquidator to ignore the statutory insolvency scheme such that creditors proving in the local liquidation will be deprived of their rights.

Pursuant to the ILRC Report and the adoption of most of its recommendations by the Singapore government, it is expected that the new Insolvency Act will address the matter of cross-border issues in due course. It is also anticipated that Singapore will adopt in the near future, with the appropriate modifications and exclusions, the United Nations Commission on International Trade Law Model Law on Cross-Border Insolvency.

II INSOLVENCY METRICS

There were 189 companies in compulsory liquidation in 2015. This was an increase compared with the 161 companies that were compulsorily liquidated in 2014.48

III PLENARY INSOLVENCY PROCEEDINGS

In April 2016, the High Court in Living the Link Pte Ltd (in creditors’ voluntary liquidation) and others v Tan Lay Tin Tina and Ors [2016] 3 SLR 621 issued an important decision relating to whether a director who procured a company to enter into undue preference transactions under Section 329 of the Companies Act read with Sections 99 and 100(1)(b) of the Bankruptcy Act can be said to be in breach of his or her fiduciary duties, and if so, whether an order may be made against such a director personally to pay a sum equal in value to the undue preference transactions.

Living the Link Pte Ltd (‘Living’) was a retailer of ladies’ apparel and high-end fashion merchandise managed by its director and sole shareholder Tina Tan and her husband Lionel Leo, who was the CEO of the company. Living was part of the Link Group of companies, which included Link Boutique and Alldressedup International Pte Ltd (together, the ‘associate companies’). Tina Tan was also the director and sole shareholder of the associate companies.

Following Living’s liquidation, its liquidators sought to impugn certain transactions recorded between Living and the associate companies in the two-year relevant period preceding Living’s insolvency, including the transfers of inventory and shares, substantial net cash payments, and the reimbursement by Living of the personal expenses of Tina Tan and Lionel Leo.

In addition to the claim for undue preference against the associate companies, the liquidators also brought a concurrent claim against Tina Tan for breach of fiduciary duties and sought, among other things, an order that she pay a sum equal in value to the undue preference transactions.

There was no dispute that the impugned transactions took place during the relevant two-year period and had the factual effect of preferring the associate companies as creditors. Further, as it was also accepted that Link Boutique and Alldressedup were associates of Living for the purposes of Sections 99 and 100 of the Bankruptcy Act, the presumption under Section 99(5) of the Bankruptcy Act that Living was influenced by a desire to prefer the associate companies applied. On the facts, the High Court (per Steven Chong J) found that this presumption remained unrebutted in relation to the inventory and share transfers, part of the cash payments, as well as the reimbursements of the personal expenses of Tina Tan and Lionel Leo.

On the claim against Tina Tan personally for breach of fiduciary duties, the Court held that the finding that the relevant transactions were undue preferences ipso facto led to the conclusion that Tina Tan had breached her fiduciary duty to ensure that the company’s assets were not misapplied to the prejudice of creditors’ interests. The fact that the purpose of this fiduciary duty mirrored that of the statutory avoidance provisions would make this inference practically inevitable in every case, although there could be exceptional circumstances where a director might be found to have acted bona fide in the interests of the company even though he or she might have procured an undue preference.

As to the question of what orders, if any, should be made against Tina Tan personally, the Court noted that there had hitherto been no reported decision in Singapore on this issue. Applying the reasoning of the English Court of Appeal in Liquidator of West Mercia Safetywear Ltd v Dodd [1988] 4 BCC 30 and the English High Court more recently in Kevin Hellard v Horacio Luis De Brito Carvalho [2013] EWHC 2876 (Ch), the Court held that holding a director who procures an undue preference directly responsible for restoring the company to the position it would otherwise have been in is not only just, but also in line with the principle that a director has a fiduciary duty to take into account the interests of the company’s creditors when a company is insolvent, or near insolvency.

The Court found that a company should be able to bring concurrent claims for both undue preference and breach of fiduciary duties, even though the two claims are premised on distinct causes of action. However, the Court was also quick to add the caveat that the courts must be slow in allowing a liquidator to employ the claim against the director as a means of circumventing the strict statutory criteria for an undue preference laid down by Parliament in the Bankruptcy Act.

The Singapore Court of Appeal decision in Liquidators of Progen Engineering Pte Ltd v Progen Holdings Ltd [2010] 4 SLR 1089 established that a director has a fiduciary duty to take into account the interests of the company’s creditors when a company was insolvent, or near insolvency. Following the High Court’s decision in Living the Link , it is now clear that errant directors who disregard this fiduciary duty to the company (and its creditors) can be personally liable for the debts the company owes to these creditors.

IV ANCILLARY INSOLVENCY PROCEEDINGS

In Re Opti-Medix Ltd (in liquidation) and another matter [2016] SGHC 108, the Singapore High Court granted an ex parte application to recognise the bankruptcy orders of the Tokyo District Court and the appointment of the applicant (appointed under the bankruptcy orders) as the Bankruptcy Trustee of the relevant companies (which were incorporated in the British Virgin Islands). The Court also ordered that the applicant be empowered, as Bankruptcy Trustee, to collect and recover the assets and records of the companies located in Singapore.

The Court cited Beluga Chartering for the proposition that a foreign liquidator will be recognised as the representative of the company and his or her claims will generally be accepted. The Court also reaffirmed the general approach taken in Beluga Chartering towards universalist notions in cross-border insolvency, and noted that one consequence of this is a greater readiness to go beyond traditional bases for recognising foreign insolvency proceedings. In that regard, the Court observed that the approach of identifying the centre of main interests of a company in order to ascertain the seat of the principal liquidation ‘has much to commend it as a matter of practicality’, and held that the fact that Japan was essentially the sole place where actual business was carried out provided a basis for recognition of the applicant’s appointment as the bankruptcy trustee, even though Japan was not the place of incorporation. The Court also held that the recognition of the bankruptcy orders of the Tokyo District Court could also be justified on practical grounds and that where the interests of the forum are not adversely affected by a foreign order, the courts should lean towards recognition.

v TRENDS

The new Insolvency Act, when introduced, is expected to enhance the existing insolvency and corporate rescue procedures, which ought to increase Singapore’s attractiveness as a regional hub for corporate restructuring and insolvency work. Following reforms to Singapore’s personal bankruptcy regime which took effect on 1 August 2016, the new Insolvency Act is likely to be presented to Parliament sometime in 2017.49

In order to position Singapore to meet the anticipated increase in demand for insolvency and restructuring services in the Asia-Pacific region, the Committee to Strengthen Singapore as an International Centre for Debt Restructuring was appointed by the Ministry of Law to recommend initiatives and legal reforms to cement Singapore’s status as a leading centre from which to coordinate a multi-jurisdictional restructuring. It was intended that the Committee build on the work of the ILRC.

The Committee released its report on 20 April 2016. Key recommendations include expanding the scope of the Singapore courts’ jurisdiction over foreign corporate debtors, allowing automatic moratoriums, moratoriums with in personam worldwide effect and moratoriums over related entities of the debtor company, the establishment of specialist insolvency courts and the strengthening of the insolvency profession, and the promotion of rescue financing in Singapore. Many of the Committee’s recommendations are likely to make their way into the new Insolvency Act and are eagerly anticipated by the insolvency profession.

Footnotes

1 Nish Shetty is a partner and Keith Han is an associate at Clifford Chance Asia.

2 Speech by Senior Minister of State for Law, Ms Indranee Rajah SC, at the Regional Insolvency Conference 2014; Report in the Straits Times (21 July 2016) entitled ‘Road map for Singapore debt-restructuring hub’, detailing Senior Minister of State for Law and Finance Ms Indranee Rajah’s comments on ongoing plans to develop Singapore into a debt-restructuring hub.

3 Section 247, Companies Act.

4 Section 297(1), Companies Act.

5 Section 294(1), Companies Act.

6 Section 267, Companies Act.

7 Section 267, Companies Act.

8 Section 269, Companies Act.

9 Section 277A, Companies Act.

10 Section 227B, Companies Act.

11 Section 227G, Companies Act.

12 Section 227D, Companies Act.

13 Section 4(10), Civil Law Act.

14 Section 210, Companies Act.

15 Section 210(3), Companies Act.

16 Section 254(1)(e), Companies Act.

17 Section 254 (2)(a), Companies Act.

18 Section 254 (2)(b), Companies Act.

19 Section 253(1), Companies Act.

20 Section 255(2), Companies Act.

21 Section 258, Companies Act.

22 Sections 296 to 298, Companies Act.

23 The statutory declaration is made by the company’s directors.

24 Section 293, Companies Act.

25 Section 255(1), Companies Act.

26 Sections 293(1) and 293(3), Companies Act.

27 Section 293(2), Companies Act.

28 Section 294(1), Companies Act.

29 Section 295, Companies Act.

30 Section 227A, Companies Act.

31 Section 227D(4), Companies Act.

32 Section 227B(5), Companies Act.

33 Section 227C, Companies Act.

34 Order 30, Rule 2, Singapore Rules of Court.

35 Section 210(1), Companies Act.

36 Section 210(10), Companies Act.

37 Section 272(1)(a), Companies Act.

38 Sections 294(2) and 297(4), Companies Act.

39 Section 265(1), Companies Act.

40 Section 275, Companies Act.

41 Section 227G(2), Companies Act.

42 Section 227J, Companies Act.

43 Section 227M, Companies Act.

44 Section 227N, Companies Act.

45 Section 227I, Companies Act.

46 Section 218(3), Companies Act.

47 Section 227(2), Companies Act.

48 Insolvency and Public Trustee’s Office.

49 The Straits Times (21 July 2016) reported in ‘Road map for Singapore debt-restructuring hub’ that the Senior Minister of State for Law and Finance Ms Indranee Rajah SC said in a briefing on 20 July 2016 that commercial laws would be modernised to implement the recommendations and proposals of the Committee and that new legislation to strengthen the legal framework is likely to be presented to Parliament within the next six to nine months in the form of a new Omnibus Insolvency Act.