Liquidation of a company occurs when a company cannot pay all its debts. When a company is in liquidation, a director is relieved of dealing with company debts. The liquidator takes over the company. When liquidation happens, the company must cease to carry on its business except so far as is in the opinion of the liquidator required for the beneficial disposal or winding up of the business. .

Company Liquidation

Paul Hype Page is experienced in handling all modes of company liquidation namely, Members’ Voluntary Liquidation, Creditors’ Voluntary Liquidation, Compulsory Winding Up, Effects of Compulsory Winding Up, Reasons for Termination of Company’s Existence, and Striking off from Registry of Companies

Members’ Voluntary Liquidation

The members of the company may convene an EGM (extraordinary general meetings) and pass Special/Ordinary Resolution that the company should be wound up pursuant to Section 290 (1)(b) and appointment of liquidator to conduct the winding up and fixe his remuneration. This mode of winding up is applicable where the company can pay its debts in full within 12 months after the passing of the resolution for the winding up. Winding up shall commence at the time of passing of the resolution.

Creditors’ Voluntary Liquidation

If the company is unable to meet its liabilities, the company may convene a meeting of its creditors for the purposes set out in Section 296, 297 & 298 of the Companies Act. If a Winding Up Special Resolution is passed in favor of the Creditors’ Voluntary Winding Up, the company will nominate a liquidator. However, the creditors may have the choice of appointing their preferred liquidator.

Compulsory Winding Up

Under Section 253 of the Companies Act (Cap 50), the company itself, creditors, contributories, liquidator, judicial manager, or the Minister may present a petition to the High Court for the winding up of the company. The grounds to support a petition for compulsory winding up are found in Section 254. Compulsory winding up commences at the date of presentation of the petition [Section 255(2)].

Effects of Compulsory Winding Up

The liquidation of an insolvent company is a process of collective enforcement of debts for the benefit of general body of creditors. Although it is not a process of execution because it is not for the benefit of a particular creditor, it is nevertheless akin to execution because its purpose is to enforce, on a pari passu basis, the payment of the admitted or proved debts of the company. Therefore, when a company goes into liquidation, a process is initiated which, for all creditors, is similar to the process which is initiated, for one creditor, by execution.

Reasons for Termination of Company’s Existence

Company has ceased all business activities; Management deadlock; Oppression – shareholders dispute Section 216 of the Companies Act (Cap 50); Corporate or financial restructuring of the group to which the company belongs. Minimise tax liabilities or maximise tax advantages for the group to which the company belongs; Breach of statutory provisions, including offences committed; Company acting outside its scope of activities.

Striking off from Registry of Companies

In the event that a company is dormant, and the directors and shareholders do not wish to maintain the company, they can request for their company to be struck off under Section 344 of the Companies Act with the Registry of Companies. Request or enquiry for this service and fee, you may contact Administrator Executive at Tel: 65 6221 4711 or email: enquiries@php-cpa.com.sg

Limited Liability Partnership Liquidation

Paul Hype Page also has experience in handling all models of LLP (Limited Liability Partnership) liquidation: LLP Members’ Voluntary Liquidation, LLP Creditors’ Voluntary Liquidation, LLP Compulsory Liquidation Strike Off from the Registry.

  • Members’ Voluntary Liquidation.
    A LLP may decide to wind up its affairs voluntarily if the partners are of the opinion that the LLP will be able to pay its debts in full within 12 months after the commencement of the winding up. The LLP shall appoint a liquidator or provisional liquidator to wind up its affairs and file the necessary notifications required under the Limited Liability Partnership Act.
  • Creditors’ Voluntary Liquidation
    A LLP may decide to opt for creditors’ voluntary winding up if its partners are of the opinion that it cannot by reason of its liabilities continue its business. The LLP convene a meeting of its creditors to consider its proposal for the company to be wound up. If the creditors agree, the LLP will appoint a liquidator or provisional liquidator to wind up its affairs and file the necessary notifications required under the Limited Liability Partnership Act.
  • Compulsory Liquidation
    A LLP may be wound up under an Order of the Court under certain circumstances e.g., the LLP is unable to pay its debts. The Court may appoint a liquidator to wind up the affairs of the LLP. Where no liquidator is appointed by the Court, the Official Receiver shall be the liquidator of the LLP. The liquidator will file the necessary notifications required under the Limited Liability Partnership Act.
  • Striking off
    A LLP may apply to ACRA to strike its name off the Register pursuant to Section 38 of the Limited Liability Partnership Act. ACRA may approve the application if it has reasonable cause to believe that the LLP is not carrying on business.

Liquidation services

Request or enquiry for this service and fee, you may contact Administrator Executive at Tel: 65 6221 4711 or email: enquiries@php-cpa.com.sg

Need to seek Professional Help? More about our services & fees can be found here: click here

For further questions, please email us or call us +65 62214711

Liquidation FAQs

What are the main types of liquidation in Singapore?2021-02-11T11:00:38+08:00

In Singapore, the main types of liquidation are:

  • Creditors Voluntary Liquidation (CVL)
  • Members’ Voluntary Liquidation (MVL)
What assets can be liquidated?2021-02-11T11:00:18+08:00

Generally, anything of value (assets that can be sold off to repay creditors) can be liquidated. Some assets that can be liquidated are real estate, machinery, equipment, vehicles, and financial investments.

What causes liquidation?2021-02-11T10:58:18+08:00

The main reason that resulted into liquidation is insolvency. Insolvency means a business cannot pay off its debt when the payments are due.

How many stages do a company need to go through when a compulsory liquidation happens?2021-02-11T10:57:25+08:00

There are 4 major stages involved when a compulsory liquidation happens:

  • Stage 1- Pre-winding up stage
  • Stage 2 – Realization of assets
  • Stage 3 – Adjudication of claims & distribution of dividends
  • Stage 4 – Release as liquidator & dissolution of company

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