Legal Business. Duties Of Directors Of Insolvent Companies And Companies In Liquidation
|
|
- Darren McCarthy
- 8 years ago
- Views:
Transcription
1 Memoranda on legal and business issues and concerns for multiple industry and business communities Duties Of Directors Of Insolvent Companies And Companies In Liquidation 1 Rajah & Tann 4 Battery Road #26-01 Bank of China Building Singapore Tel: Fax: eoasis@sg. rajahandtann.com Website:
2 Duties Of Directors Of Insolvent Companies And Companies In Liquidation INTRODUCTION Directors as the fiduciaries of a company bear many duties and responsibilities. These duties do not end when a company starts to run into trouble. In fact, directors should be conscious that they have moved into new territory with new rules. In their efforts to rescue the company, they should ensure that they do not run foul of these rules. This paper seeks to adumbrate the primary issues that a director should be cognisant of when a company s troubles start, that is, when insolvency sets in, and what liabilities he may face when the company is in the process of being wound up. While the rules relevant to companies facing insolvency may apply to those situations as well, specific issues with regards to directors duties that may be relevant in a situation of judicial management or receivership are not covered here. WHAT AMOUNTS TO INSOLVENCY Under section 254(1)(e) of the Singapore Companies Act, Chapter 50 (the Companies Act ) a court may order a company to be wound up if it is unable to pay its debts. This is the commonest ground on which a petition for winding up is presented. The Singapore High Court in Re Great Eastern Hotel (Pte) Ltd [1988] SLR 841 established two tests for what amounts to an inability to pay debts. These are: an inability to pay debts as they fall due (the cash-flow test); and an excess of total liabilities over total assets (the balance sheet test). While it is for a petitioner to prove that either of the above two tests are satisfied, the law does provide assistance in the form of section 254(2) of the Companies Act, which enumerates certain specific situations where a company will be deemed to be unable to pay its debts. These are: if execution or other process issued on a judgment, decree or order is returned unsatisfied in whole or in part; or if a statutory demand requiring payment of the debt due (of an amount more than S$2,000) is served by a creditor on the company at its registered office and is not paid, secured or compounded within three weeks after service. In addition, it should be noted that the creditor may rely on the company s contingent and prospecti ve liabilities in order to show that the company is unable to pay its debts. Where a company s circumstances are such that either of these two tests are satisfied, or where there is a probability that either of these tests may, in the near future, be satisfied, this should act as a red flag for directors. Under these circumstances, directors should be conscious that a Page 1
3 different regime has or will be about to kick in, and this regime will impose certain specific duties and liabilities that they should take especial care not to breach. These duties and liabilities are dealt with below. UPON INSOLVENCY Duties Of A Director Once insolvency kicks in, a director has additional and somewhat different duties to perform. A number of these duties are set out in the Companies Act, and are intended to ensure that creditors interests in an insolvency are not compromised. These duties are elucidated below. Wrongful Trading Under section 339(3) of the Companies Act, if an officer of the company who was knowingly a party to the contracting of a debt had, at the time the debt was contracted, no reasonable or probable ground of expectation, after taking into consideration the other liabilities, if any, of the company at the time of the company being able to pay the debt, he commits an offence and the officer concerned will be liable to a fine not exceeding S$2,000 or to imprisonment for a term not exceeding 3 months. In addition, if convicted, the officer can be declared to be personally responsible without limitation for the payment of the whole or any part of that debt (section 340(2) of the Companies Act). Unfair preference Section 329 of the Companies Act provides that any transfer, mortgage, delivery of goods, payment, execution or other act relating to property made or done by or against a company that would be void or voidable against an individual in bankruptcy under sections 98, 99 or 103 of the Bankruptcy Act, Chapter 20 (the Bankruptcy Act ) may be void or voidable in the same manner in the liquidation of a company. Under section 99(2) of the Bankruptcy Act, where a bankrupt has given an unfair preference to any person, the court has the power to make such order as it thinks fit for restoring the position to what it would have been if [the bankrupt] had not given that unfair preference. What constitutes an unfair preference is a question to be determined from the facts of each case. In Ho Mun-Tuke Don v Oslo Finans AS [1990] SLR 398, the Singapore High Court stated that the onus is upon the person seeking to avoid the payment to prove that the payment was made with a view to preferring the recipient over other creditors. The Court further held that where there is no direct evidence, it is open to the court to infer such intention from the facts, but such inference should only be drawn if it is the true and proper inference, and it will not be drawn from the mere fact that the creditor was paid when others were not. Although Ho Mun-Tuke Don v Oslo Finans AS was a case that construed the previous section 53 of the Bankruptcy Act which referred to transactions made with a view to giving [a creditor] a preference over the other creditors, these observations remain relevant. Page 2
4 A more recent decision is the case of Re Libra Industries Pte Ltd [2000] 1 SLR 84. In that case, the Singapore High Court held that it was not necessary to establish a dominant intention to prefer, but it was sufficient that the decision was influenced by the requisite desire. In addition, it was no longer sufficient to establish an intention to prefer, but there had to be a desire to produce the effect. In summation, where it is sought to show that an unfair preference has been made, the person seeking to avoid the payment must show that there was a desire to prefer the recipient over the other creditors, and that the transaction was influenced by this desire. It should be noted that a transaction can only be set aside if it is made at the relevant time. What constitutes a relevant time is stipulated in section 100(1) of the Bankruptcy Act as follows: if the transaction is at an undervalue, five years; if the transaction is made with an associate, two years; and in any other case, six months. In addition, it must be shown that the company was insolvent at the time it gave the unfair preference, or became insolvent as a result of the preference (section 100(2) of the Bankruptcy Act). Invalidation of Floating Charges Where a company has gone into liquidation within six months of the creation of a floating charge, that charge is void except to cover the amount of cash advanced to the company at the time of creation or subsequently, together with interest at 5% per annum (section 330 of the Companies Act). This rule does not apply to a company which was solvent at the time of creating the charge. Duty to Creditors These provisions embody a regime designed to protect creditors interests. Accordingly, once a director becomes aware that a company is insolvent or on the verge of insolvency, it behoves him to ensure that care is taken not to run foul of any of the provisions cited above. The principle that creditors interest become pertinent on the onset of insolvency has also been increasingly recognised in case law. The general rule is that directors duties are owed to the company and not to individual shareholders nor to the company s creditors. In Kuwait Asia Bank EC v National Mutual Life Nominees Ltd [1991] 1 AC 187, it was said that, a director does not by reason only of his position as director owe any duty to creditors or to trustees for creditors of the company. Page 3
5 However, upon the onset of insolvency, a major change in interest takes place. The members residual interest in the company s assets is replaced by the interest of the creditors, who will be repaid, if at all, from those assets. This is reflected by a change in the substance of the directors duties; in exercising their functions, they must now have regard to the interests of the creditors. This principle has been recognised in the United Kingdom and in Australia, and is unlikely to be any different in Singapore. In Walker v Wimborne (1975) 137 CLR 1, the High Court of Australia stated: It should be emphasised that the directors of a company in discharging their duty to the company must take account of the interest of its shareholders and creditors. Any failure by the directors to take into account the interests of creditors will have adverse consequences for the company as well as for them. In Winkworth v Edward Baron Development Co Ltd [1987] 1 All ER 114, the House of Lords stated: A duty is owed by the directors to the company and to the creditors of the company to ensure that the affairs of the company are properly administered and that its property is not dissipated or exploited for the benefit of the directors themselves to the prejudice of the creditors. It should be noted, however, that this does not mean that the creditors may sue the directors, and the duty is not owed to any one particular creditor, or even to the creditors as whole (in the sense that they may sue for breach of this duty). UPON COMMENCEMENT OF WINDING UP Duties Of Directors On the appointment of a liquidator in a voluntary winding up (whether members or creditors ), sections 294(2) and 297(4) of the Companies Act provides that the powers of the directors cease except so far as is allowed by the liquidator or the members (or the committee of inspection or the creditors, in the case of a creditors voluntary winding up with the consent of the liquidator). Although there is no express provision in the Companies Act, powers of the directors cease when the court orders the winding up of the company. The court may, however, under section 282 of the Companies Act appoint the directors as special managers to assist the liquidator. However, directors should be aware that they may be required to furnish information to the liquidator to enable him to properly carry out his duties. This is essential in order to enable a liquidator to obtain an idea of the company s position, and there are several provisions in the Companies Act that deal with this. Page 4
6 Under section 336 of the Companies Act, it is an offence for a person who is an officer (whether past or present) of a company in liquidation: to not to the best of his knowledge and belief fully and truly disclose to the liquidator all the property movable and immovable of the company, and how and to whom and for what consideration and when the company disposed of any part thereof, except such part as has been disposed of in the ordinary way of the business of the company; and to not deliver up to the liquidator, or as he directs all the movable and immovable property of the company in his custody or under his control and which he is required by law to deliver up, or all books and papers in his custody or under his control belonging to the company and which he is required by law to deliver up. Under section 285 of the Companies Act, the court has the power to summon and examine on oath, among others, any officer of the company. Such a person may be required to produce any books and papers in his custody relating to the company. The examination is generally conducted in private and may be held before a district judge. Public examinations may also be carried out. Under section 286 of the Companies Act, where the liquidator has reported that in his opinion, a fraud has been committed or some material fact has been concealed by any officer, or that some officer has failed to act honestly or diligently or has been guilty of some impropriety or recklessness, the court has the power to order the public examination of that person. The aim of the inquiry is to discover the facts, and therefore the person who is to be examined cannot have the order for a public examination discharged by alleging that the liquidator s report is false. The aim of a public examination is to elicit evidence that may be used against a miscreant in subsequent proceedings. The court s power to order examinations may also be invoked in a voluntary winding up upon the application of the liquidator or any creditor or contributory (section 310(1)(b) of the Companies Act). Liabilities That Directors May Be Subject To The liquidation of a company also brings with it a regime of offences that, if applicable, will result in the directors being subject to certain specified liabilities. Transaction Entered Into With Directors Before Liquidation Where a company has either bought property from or sold property to a person who was at the time of the transaction a director of the company for cash consideration and the transaction occurred within two years before the commencement of the winding up, the company may recover any amount by which the property was overvalued or undervalued (as the case may be) from the director (section 331(1) of the Companies Act). This also applies to transactions with another company where that company had common directors with the company in liquidation. The liability to account seems to be strict, and there is no provision allowing the members to approve such a transaction. Page 5
7 Offences And Breaches Of Duty A miscellany of offences and breaches of duty become particularly pertinent upon the winding up of a company. These are set out in sections 336, 340 and 341 of the Companies Act. Section 336 of the Companies Act Section 336 of the Companies Act provide that the following acts of an officer (whether past of present) of a company which is being wound up committed within the 12 months next before the commencement of the winding up or at any time thereafter constitute an offence: concealing any part of the property of the company to the value of $200 or upwards, or concealing any debt due to or from the company; fraudulently removing any part of the property of the company to the value of $200 or upwards; concealing, destroying, mutilating or falsifying, or being privy to the concealment, destruction, mutilation or falsification of, any book or paper affecting or relating to the property or affairs of the company; making or being privy to the making of any false entry in any book or paper affecting or relating to the property or affairs of the company; fraudulently parting with, altering or making any omission in, or being privy to fraudulent parting with, altering or making any omission in, any document affecting or relating to the property or affairs of the company; by any false representation or other fraud, obtaining any property for or on behalf of the company on credit which the company has not subsequently paid for; obtaining on credit, for or on behalf of the company, under the false pretence that the company is carrying on its business, any property which the company has not subsequently paid for; pawning, pledging or disposing of any property of the company which has been obtained on credit and has not been paid for, unless such pawning, pledging or disposing was in the ordinary way of the business of the company; attempting to account for any part of the property of the company by fictitious losses or expenses; and making any false representation or other fraud for the purpose of obtaining the consent of the creditors of the company or any of them to an agreement with reference to the affairs of the company or to the winding up, Section 336 of the Companies Act further provides that the following acts of an officer (whether past of present) of a company which is being wound up constitute an offence: making any material omission in any statement relating to the affairs of the company; knowing or believing that a false debt has been proved by any person and failing for a period of one month to inform the liquidator of the same; and preventing the production of any book or paper affecting or relating to the property or affairs of the company. Page 6
8 Each of the above offences will render the officer liable to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years. Section 340 of the Companies Act Section 340(1) of the Companies Act allows a liquidator to apply to court to make any person who was party to carrying on the company s business in a fraudulent manner liable for the company s debts. Section 341 of the Companies Act If the officers of a company have breached their duties towards the company, the liquidator may apply to court to have these duties enforced in a summary way. Section 341 allows the court to assess damages against delinquent officers summarily by means of a misfeasance summons. The section creates no new rights but provides a summary mode of enforcing rights which apart from the section would have to be enforced by an ordinary action in the courts. Rajah & Tann is one of the largest law firms in Singapore. It is a full service firm and given its alliances, including US premier firm Weil, Gotshal & Manges, is able to tap into a number of countries. Rajah & Tann is firmly committed to the provision of high quality l egal services. It places strong emphasis on promptness, accessibility and reliability in dealings with clients. At the same time, the firm strives towards a practical yet creative approach in dealing with business and commercial problems. The information contained in this newsletter is correct to the best of our knowledge and belief at the time of writing. Specific professional advice should be sought before any action is taken. In this regard, you may call the lawyer you normally deal with in Rajah & Tann or e -mail the Knowledge Management team at eoasis@sg.rajahandtann.com Rajah & Tann Knowledge Management. All rights reserved. Page 7
INSOLVENCY RELATED LIABILITY OF DIRECTORS UNDER THE COMPANIES ACT, 1956
INSOLVENCY RELATED LIABILITY OF DIRECTORS UNDER THE COMPANIES ACT, 1956 A company is legally separate and distinct from its members. It is ultimately an artificial creation and it acts through its servants
More informationLegal Business. Memorandum On Members Voluntary Winding-Up Of A Company In Singapore
Memoranda on legal and business issues and concerns for multiple industry and business communities Memorandum On Members Voluntary Winding-Up Of A Company In Singapore 1 Rajah & Tann 4 Battery Road #26-01
More informationCONTENTS PART 1: GENERAL...4 PART 2: COMPANY VOLUNTARY ARRANGEMENTS...5 PART 3: RECEIVERSHIP...8 PART 4: WINDING UP...11 CHAPTER 1 GENERAL...
INSOLVENCY LAW DIFC LAW No. 3 of 2009 CONTENTS PART 1: GENERAL...4 1. Title...4 2. Legislative Authority...4 3. Application of the Law...4 4. Date of enactment...4 5. Commencement...4 6. Interpretation...4
More informationHow To Deal With An Insolvent Company
Insolvency Insolvency, which in general terms means an inability by a company or individual to pay debts, is relevant to many SFO investigations and prosecutions. This section provides: an outline of different
More informationGUIDE TO INSOLVENCY IN THE CAYMAN ISLANDS
GUIDE TO INSOLVENCY IN THE CAYMAN ISLANDS CONTENTS PREFACE 1 1. Introduction 2 2. When is a Company Insolvent under Cayman Islands Law? 2 3. Formal Insolvency Procedures 2 4. Creditors Rights 4 5. Voidable
More informationFormalities. CROSS-BORDER HANDBOOKS www.practicallaw.com/restructurehandbook 159
Restructuring and Insolvency 2007/08 South Africa South Africa Leonard Katz, Edward Nathan Sonnenbergs www.practicallaw.com/0-234-3973 SECURITY AND PRIORITIES Formalities 1. What are the most common forms
More informationRestructuring & insolvency law in the DIFC.
July 2011 Restructuring & insolvency law in the DIFC. The Dubai International Financial Centre ("DIFC") The DIFC is a financial free zone in the Emirate of Dubai which was established in 2004. The DIFC
More informationDIRECTORS DUTIES: FINANCIAL CRISIS AND THE OBLIGATION TO CONSIDER THE INTERESTS OF CREDITORS INTRODUCTION
INTRODUCTION We are all familiar with the principle that directors have a general duty to act in the best interests of the company. In most situations where this is an issue, the company is usually treated
More informationCorporate Insolvency in Ireland Dillon Eustace
Corporate Insolvency in Ireland Dillon Eustace Table of Contents Page 1. Mechanisms of Corporate Insolvency 1 2. Liquidation 1 3. Functions of the Liquidator 2 4. Liquidation and Creditors Rights 2 5.
More informationPayment and Settlement Systems (Finality and Netting) Bill
Bill No. 41/02 Payment and Settlement Systems (Finality and Netting) Bill Read the first time on 31st October 02. PAYMENT AND SETTLEMENT SYSTEMS (FINALITY AND NETTING) ACT 02 (No. of 02) ARRANGEMENT OF
More informationAn Overview of UK Insolvency Procedures and the Considerations for Banks with an Insolvent Customer
An Overview of UK Insolvency Procedures and the Considerations for Banks with an Insolvent Customer November 2011 1 An Overview of UK Insolvency Procedures and the Considerations for Banks with an Insolvent
More informationInsolvency Guidance Note (2) - A liquidator s investigation into the affairs of an insolvent company
Statement Issued September 2005 Effective for insolvency appointments made on or after 1 October 2005 Statement Insolvency Guidance Note (2) - A liquidator s investigation into the affairs of an insolvent
More informationKEMP & KEMP PRACTICE NOTES: INSOLVENT DEFENDANTS Simon Edwards
KEMP & KEMP PRACTICE NOTES: INSOLVENT DEFENDANTS Simon Edwards 1. Every so often, a claimant is faced with a defendant, corporate or personal, that is insolvent. Insolvency, now, takes many different forms:
More informationInsolvency and. Business Recovery. Procedures. A Brief Guide. Compiled by Compass Financial Recovery and Insolvency Ltd
Insolvency and Business Recovery Procedures A Brief Guide Compiled by Compass Financial Recovery and Insolvency Ltd I What is Insolvency? Insolvency is legally defined as: A company is insolvent (unable
More informationGlossary of terms. Bond Quasi fidelity insurance needed by a person who acts as an insolvency practitioner.
Glossary of terms Administration Order a) A Court order placing the company that is, or is likely to become, unable to pay its debts under the control of an administrator following an application by, inter
More informationDUTIES OF DIRECTORS IN RELATION TO COMPANIES FACING FINANCIAL DIFFICULTIES
DUTIES OF DIRECTORS IN RELATION TO COMPANIES FACING FINANCIAL DIFFICULTIES This note summarises the current duties of directors of a company and the potential for them to incur personal liability in that
More informationGUIDANCE NOTES FOR DIRECTORS OF COMPANIES WHICH MAY BE MADE SUBJECT TO A FORMAL INSOLVENCY PROCEDURE. These notes are set out as follows: Page
GUIDANCE NOTES FOR DIRECTORS OF COMPANIES WHICH MAY BE MADE SUBJECT TO A FORMAL INSOLVENCY PROCEDURE These notes are set out as follows: Page Introduction 1 Insolvency 1 The period up to the start of the
More informationDuties of the directors of companies in financial difficulties. slaughter and may. October 2010
Duties of the directors of companies in financial difficulties slaughter and may October 2010 Contents 1. Introduction 01 2. Overview 01 3. Practical guidance 02 4. Common law, statutory and regulatory
More informationGUIDE. Guide to Winding Up of Solvent and Insolvent Jersey Companies
GUIDE Guide to Winding Up of Solvent and Insolvent Jersey Companies TABLE OF CONTENTS PREFACE...2 1. Summary Winding Up...3 2. Creditor s Winding Up...3 3. Bankruptcy...4 4. End of Period of Duration...5
More informationWinding Up of Companies
Winding Up of Companies 1. Introduction 2. Winding Up & Dissolution 3. Reasons for Winding Up A Company 4. Modes of Winding Up A Company 5. Grounds for Compulsory Winding Up 6. Power of the Court after
More informationDEBT. Law guide - Debt, bankruptcy & liquidation
DEBT Law guide - Debt, bankruptcy & liquidation Contents Bankruptcy... 3 Arrangements with debtor... 6 Alternatives to bankruptcy... 8 Liquidation... 10 Distribution of assets... 11 Alternatives to liquidation...
More informationBERMUDA 1943 : 39 MOTOR CAR INSURANCE (THIRD-PARTY RISKS) ACT 1943
Laws of Bermuda BERMUDA 1943 : 39 MOTOR CAR INSURANCE (THIRD-PARTY RISKS) ACT 1943 ARRANGEMENT OF SECTIONS 1 Interpretation 2 Minister may authorize insurers 3 Owner of motor car must hold insurance 4
More informationCayman Islands Insolvency Law
Cayman Islands Insolvency Law Foreword This memorandum has been prepared for the assistance of those who are considering issues pertaining to the insolvency of companies in the Cayman Islands. It deals
More informationGUIDE TO WINDING UP OF SOLVENT AND INSOLVENT COMPANIES IN JERSEY
GUIDE TO WINDING UP OF SOLVENT AND INSOLVENT COMPANIES IN JERSEY CONTENTS PREFACE 1 1. Summary Winding up 2 2. Creditors Winding up 2 3. Bankruptcy 3 4. End of Period of Duration 4 5. Orders of the Court
More informationA Consultative Paper on the Company Officers Disqualification Bill 2007. 16 October 2007
A Consultative Paper on the Company Officers Disqualification Bill 2007 16 October 2007 CONTENTS Page No. Section 1 Introduction 2 Section 2 Summary of contents of the draft Bill compared with current
More informationWinding Up Part 11 of the Draft Companies Bill. Brendan Cooney Partner
Winding Up Part 11 of the Draft Companies Bill Brendan Cooney Partner Contents of Presentation Part 11: Winding Up 1. Chapter 1 Preliminary and Interpretation 2. Chapter 2 Winding Up by the Court 3. Chapter
More informationslaughter and may Common issues in corporate recovery and insolvency in England and Wales Sarah Paterson, partner and Thomas Vickers, associate
slaughter and may Common issues in corporate recovery and insolvency in England and Wales july 2011 Sarah Paterson, partner and Thomas Vickers, associate 1. Issues Arising When a Company is in Financial
More informationLAWCASTLES TECHNICAL PAPERS
LAWCASTLES TECHNICAL PAPERS PAPER NO. 1 OF 2006 Statutory Corporate Insolvency Procedures in Tanzania Introduction This paper reviews statutory corporate insolvency procedures in Tanzania. The paper discusses
More informationBermuda is a major offshore business jurisdiction with more than 13,500
Bermuda Kehinde AL George, partner Attride-Stirling & Woloniecki Peter CB Mitchell, senior partner PricewaterhouseCoopers Bermuda is a major offshore business jurisdiction with more than 13,500 registered
More informationDirectors Duties when a Company is facing Insolvency
Directors Duties when a Company is facing Insolvency 0 DIRECTORS DUTIES WHEN A COMPANY IS FACING INSOLVENCY Introduction It is well established that the fiduciary and statutory duties of directors are
More informationChallenging transactions in an insolvency
Challenging transactions in an insolvency DECEMBER 2011 For more briefings visit mourantozannes.com This briefing is only intended to give a summary and general overview of the subject matter. It is not
More informationInsolvency: a glossary of terms
Insolvency: a glossary of terms This is a brief explanation of some of the terms you may come across in company insolvency proceedings. Please note that this glossary is for general guidance only. Many
More informationAssets Anything that belongs to the debtor that may be used to pay his/her debts.
This is a brief explanation of some of the terms you may come across in debt and insolvency proceedings. Please note that this glossary is for general guidance only. Many of the terms have a specific technical
More informationComments on Consultation of Improvement of Corporate Insolvency Law By RSM Nelson Wheeler ( RSM ) Question No. RSM s Comments Question 1
Question 1 Do you support the proposal to adopt a prescribed form of statutory demand, which would contain key information as described in paragraph 2.7 as well as a statement of the consequences of ignoring
More informationCorporate Insolvency Law In Singapore
Corporate Insolvency Law In Singapore The Legal Consequences of Corporate Insolvency Insolvency is a term generally used to describe a legal person s state of financial affairs. Specifically insolvency
More informationLegal Business. Shares As Security. Memoranda on legal and business issues and concerns for multiple industry and business communities
Memoranda on legal and business issues and concerns for multiple industry and business communities Shares As Security Lina Lau & Terrence Choo Boon Liang Rajah & Tann 4 Battery Road #26-01 Bank of China
More informationBermuda. Jonathan Betts and Sarah-Jane Hurrion Cox Hallett Wilkinson Limited. Country Q&A. Restructuring and Insolvency Handbook 2011/12.
Restructuring and Insolvency Handbook 2011/12 Bermuda Jonathan Betts and Sarah-Jane Hurrion Cox Hallett Wilkinson Limited www.practicallaw.com/9-505-8289 FORMS OF SECURITY 1. What are the most common forms
More informationLegal Framework of Limited Liability Partnerships and Limited Liability Companies in Singapore
Legal Framework of Limited Liability Partnerships and Limited Liability Companies in Singapore Ronnie Quek Partner Corporate & Commercial 27 February 2006 What is an LLP? 1 A body corporate Formed by registration
More informationInsolvency: a glossary of terms
INFORMATION SHEET 41 Insolvency: a glossary of terms This is a brief explanation of some of the terms you may come across in company insolvency proceedings. Please note that this glossary is for general
More informationJersey corporate insolvency - the two regimes
www.bedellgroup.com Jersey Guernsey London Dublin Mauritius BVI Singapore Jersey corporate insolvency - the two regimes Bedell Cristin Jersey briefing briefing Introduction There are two principal regimes
More informationJudicial Management, Scheme of Arrangement and Winding Up in Singapore. Copyright Colin Ng & Partners LLP 1
Judicial Management, Scheme of Arrangement and Winding Up in Singapore Copyright Colin Ng & Partners LLP 1 Introduction Economic crisis many companies hit by cash flow problems and financial difficulties.
More informationComparison of Corporate Insolvency Procedures
Comparison of Corporate Insolvency Procedures There are five categories of insolvency procedure for companies in England, Wales and Northern Ireland. These are: Company Voluntary Arrangement (CVA) Administration
More informationLiquidating an insolvent Jersey company
Liquidating an insolvent Jersey company DECEMBER 2011 For more briefings visit mourantozannes.com This briefing is only intended to give a summary and general overview of the subject matter. It is not
More informationLabuan Limited Partnerships and Limited Liability Partnerships
Labuan Limited Partnerships and Limited Liability Partnerships 1 laws OF MALAYSIA Act 707 LABUAN LIMITED PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS ACT 2010 2 Laws of Malaysia Act 707 Date of Royal
More informationInsolvency: Cayman Islands. Avoidance of Antecedent Transactions
Insolvency: Cayman Islands Avoidance of Antecedent Transactions Updated 2 February 2015 Introduction This short guide addresses the issue of whether, and in what circumstances, pre-insolvency transactions
More informationInsolvency and enforcement procedures in England & Wales
Insolvency and enforcement procedures in England & Wales Contents Introduction...01 Company Voluntary Arrangement (CVA)...02 Scheme of Arrangement (Scheme)...05 Administration / Pre-pack Administration...08
More informationGlossary of Terms: Insolvency and Restructuring
Glossary of Terms: Insolvency and Restructuring Administration Administration is the court supervised process by which a Licensed Insolvency Practitioner called an administrator takes control of an insolvent
More informationThe Limited Partnership Bill, 2010 THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES PART I PRELIMINARY. Clause
THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES 1 Short title and commencement. 2 Interpretation. PART I PRELIMINARY Clause PART II REGISTRAR AND REGISTRAR OF LIMITED LIABILITY PARTNERSHIPS
More informationGUIDE TO WINDING UP OF COMPANIES IN SEYCHELLES
GUIDE TO WINDING UP OF COMPANIES IN SEYCHELLES CONTENTS PREFACE 1 1. Introduction 2 Section 1: Companies Incorporated under the Companies Ordinance, 1972 2 Part A: Preliminary 2 Part B: Winding Up by the
More informationInsolvency: a guide for directors
INFORMATION SHEET 42 Insolvency: a guide for directors This information sheet provides general information on insolvency for directors whose companies are in financial difficulty, or are insolvent, and
More informationMIA 7/2010 INSOLVENCY. Learning the Essentials of Corporate Liquidation. April 2010
MIA 7/2010 INSOLVENCY Learning the Essentials of Corporate Liquidation Liquidated d Co.. April 2010 Copyright April 2010 by the Malaysian Institute of Accountants ( MIA ). All rights reserved. Permission
More informationCLEARING AND SETTLEMENT SYSTEMS BILL
C1881 CLEARING AND SETTLEMENT SYSTEMS BILL CONTENTS Clause Page PART 1 PRELIMINARY 1. Short title and commencement... C1887 2. Interpretation... C1887 PART 2 DESIGNATION AND OVERSIGHT Division 1 Designation
More informationDealing with Debt: A Consumer's Guide
Dealing with Debt: A Consumer's Guide Table of Contents Introduction Recognize the danger signals Possible solutions What you should know Where to go Assessment and Counselling Consumer proposal Bankruptcy
More informationREPUBLIC OF VANUATU OFFSHORE LIMITED PARTNERSHIPS ACT NO. 39 OF 2009. Arrangement of Sections
REPUBLIC OF VANUATU OFFSHORE LIMITED PARTNERSHIPS ACT NO. 39 OF 2009 Arrangement of Sections PART 1 INTRODUCTION 1 Interpretation... PART 2 ESTABLISHMENT OF OFFSHORE LIMITED PARTNERSHIPS 2 Offshore limited
More information---------------------------------------------------------------------------------------------- LIMITED LIABILITY PARTNERSHIP
---------------------------------------------------------------------------------------------- LIMITED LIABILITY PARTNERSHIP LAW DIFC LAW NO.5 OF 2004 ----------------------------------------------------------------------------------------------
More informationClient Guide Cayman Islands Winding Up and Insolvency
5 th Floor Genesis Building Genesis Close PO Box 446 Grand Cayman, KY1-1106 Cayman Islands Client Guide Cayman Islands Winding Up and Insolvency Disclaimer: This memorandum is intended to provide basic
More informationCORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES
CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES INTRODUCTION Directors stand in a fiduciary relationship to the company and there are general fiduciary duties imposed upon
More informationMEMBER FIRM OF BAKER & MCKENZIE INTERNATIONAL. Directors' Duties and Liabilities under Malaysian Law
MEMBER FIRM OF BAKER & MCKENZIE INTERNATIONAL Directors' Duties and Liabilities under Malaysian Law December 2010 This memorandum has been prepared for clients and professional associates of Wong & Partners.
More informationA guide to compulsory liquidations
A guide to compulsory liquidations Introduction A compulsory liquidation is one instituted by the Courts as a result of a petition to the court by an interested party. The appropriate Courts for such actions
More informationGuide on. Winding up / Dissolution. of Companies
SEC Guide SERIES SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Guide on Winding up / Dissolution of Companies NIC Building, Jinnah Avenue, Islamabad, Pakistan Ph. No. : 051-9207091-4, Fax: 051-9204915
More informationTrustees and Liquidators in Bankruptcies and Compulsory Liquidations
Trustees and Liquidators in Bankruptcies and Compulsory Liquidations Information on the appointment, functions, powers and payment of trustees and liquidators, and their complaints procedure. Contents
More informationCOMPANIES REGISTRY NOTES FOR GUIDANCE ON LIQUIDATION AND INSOLVENCY. DEPARTMENT of ENTERPRISE, TRADE and INVESTMENT CONTENTS INTRODUCTION
DEPARTMENT of ENTERPRISE, TRADE and INVESTMENT COMPANIES REGISTRY NOTES FOR GUIDANCE ON LIQUIDATION AND INSOLVENCY CONTENTS INTRODUCTION 1. General information 2. Voluntary arrangements 3. Administration
More informationThe main source of law relating to corporate insolvency in Jamaica is Part
Jamaica Myers, Fletcher & Gordon and PricewaterhouseCoopers Jamaica Peter Goldson, partner Gina Phillipps-Black, partner Shuana-Kaye A Hanson, associate Myers, Fletcher & Gordon John Wesley Lee, partner
More information[To All Financial Institutions Exempt from Holding Capital Markets Services Licence]
Circular No.: CMI 01/2011 7 February 2011 [To All Holders of Capital Markets Services Licence] [To All Holders of Financial Advisers Licence] [To All Financial Institutions Exempt from Holding Capital
More information9.1. Legal status of a company and Registration of a company
9. Corporate Law 9.1. Legal status of a company and Registration of a company A company is a body corporate and a juristic person. It has a distinct legal personality separate from its shareholders. [Section
More informationCAYMAN ISLANDS. Supplement No. 8 published with Gazette No. 22 of 22nd October,2012. VEHICLE INSURANCE (THIRD PARTY RISKS) LAW (2012 REVISION)
CAYMAN ISLANDS Supplement No. 8 published with Gazette No. 22 of 22nd October,2012. VEHICLE INSURANCE (THIRD PARTY RISKS) LAW (2012 REVISION) Law 12 of 1990 consolidated with Laws 7 of 1991, 36 of 2003,
More informationComparison of Voluntary Liquidation Procedures in the British Virgin Islands, the Cayman Islands and Jersey
Comparison of Voluntary Liquidation Procedures in the British Virgin Islands, the Cayman Islands and Jersey Introduction In light of recent changes to UK tax on residential property it may in certain circumstances
More information[Insert graphic] COMPANIES (INSOLVENCY AND RECEIVERSHIP) ACT 2009 (NO. 2 OF 2009)
[Insert graphic] COMPANIES (INSOLVENCY AND RECEIVERSHIP) ACT 2009 (NO. 2 OF 2009) 3 [Insert graphic] COMPANIES (INSOLVENCY AND RECEIVERSHIP) ACT 2009 (NO. 2 OF 2009) PASSED by the National Parliament
More informationBankruptcy: trustee's right of inquiry
BRIEFING PAPER Number 05819, 7 October 2015 Bankruptcy: trustee's right of inquiry By Lorraine Conway Inside: 1. Role of the trustee in bankruptcy 2. Trustee s investigatory role 3. Assets disposed of
More informationInsolvency (Amendment) Bill
Bill [AS INTRODUCED] CONTENTS Provisions relating to communication 1. Attendance at meetings and use of websites 2. References to things in writing Requirements relating to meetings 3. Removal of requirement
More informationThe Companies Act 2006. Company limited by guarantee and not having a share capital. Articles of Association of Payments UK Management Limited
The Companies Act 2006 Company limited by guarantee and not having a share capital Articles of Association of Payments UK Management Limited (Adopted by special resolution passed on 17 June 2015) 1 PART
More informationwww.lw.com Restructuring and Insolvency in the Dubai International Financial Centre
www.lw.com Restructuring and Insolvency in the Dubai International Financial Centre The Dubai International Financial Centre (the DIFC ) is a federal financial free zone which has been granted authority
More informationBermuda Winding-Up Procedures
Bermuda Winding-Up Procedures Foreword The following is a summary of the law and procedure under the Companies Act 1981 ("the Act") in so far as it relates to liquidations of companies in Bermuda. The
More informationThe Principal Duties and Powers of. Liquidators, Receivers. & Examiners. under the Companies Act
The Principal Duties and Powers of Liquidators, Receivers & Examiners Information Book 7 Liquidators, Receivers & Examiners under the Companies Act The Principal Duties and Powers of Liquidators, Receivers
More informationLexis PSL Restructuring & Insolvency Practice Note
Lexis PSL Restructuring & Insolvency Practice Note Unwinding unlawful Stop Press: The Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) received Royal Assent on 26 March 2015 and introduced
More informationLIMITED LIABILITY PARTNERSHIP ACT
CAP. 30A LAWS OF KENYA LIMITED LIABILITY PARTNERSHIP ACT CHAPTER 30A Revised Edition 2012 [2011] Published by the National Council for Law Reporting with the Authority of the Attorney-General www.kenyalaw.org
More informationBELIZE LIMITED LIABILITY PARTNERSHIP ACT CHAPTER 258 REVISED EDITION 2003 SHOWING THE SUBSTANTIVE LAWS AS AT 31ST MAY, 2003
BELIZE LIMITED LIABILITY PARTNERSHIP ACT CHAPTER 258 REVISED EDITION 2003 SHOWING THE SUBSTANTIVE LAWS AS AT 31ST MAY, 2003 This is a revised edition of the Substantive Laws, prepared by the Law Revision
More informationChapter 13: Repayment of All or Part of the Debts of an Individual with Regular Income ($235 filing fee, $39 administrative fee: Total fee $274)
B 201A (Form 201A) (12/09) WARNING: Effective December 1, 2009, the 15-day deadline to file schedules and certain other documents under Bankruptcy Rule 1007(c) is shortened to 14 days. For further information,
More informationAn Introduction to English Insolvency Law. slaughter and may. April 2013
An Introduction to English Insolvency Law slaughter and may April 2013 Contents 1. Formal Procedures 01 1.1. Overview 01 1.2. Administration 02 1.3. Company Voluntary Arrangement ( CVA ) 04 1.4. Creditors
More informationBILL FOR INSOLVENCY ACT, 2014
ANGUILLA BILL FOR INSOLVENCY ACT, 2014 Published by Authority PROCEEDS OF CRIME ACT TABLE OF CONTENTS SECTION PART 1 PRELIMINARY PROVISIONS 1. Interpretation 2. Companies and individuals subject to insolvency
More informationA Guide for Directors
A Guide for Directors Contents 1. About this Guide...3 2. Compulsory liquidation (winding up by the High Court) - the procedure...5 3. Disqualification of unfit directors of insolvent companies 10 4. Criminal
More informationCorporate Insolvency in Ireland
Corporate Insolvency in Ireland 0 CORPORATE INSOLVENCY IN IRELAND Introduction The collapse of the celtic tiger in Ireland has triggered a significant increase in the number of corporate entities incorporated
More informationCircular No 16 @ November 2014
Circular No 16 @ November 2014 Corporate Insolvency Introduction The new Insolvency Act 2011 provides for the administration, receivership and liquidation of companies, and for the licensing of insolvency
More informationThe Principal Duties and Powers of. Company Directors. under the Companies Act
The Principal Duties and Powers of Company Directors Information Book 2 Company Directors under the Companies Act The Principal Duties and Powers of Company Directors under the Companies Act Copyright
More information@ CHAPTER I % PRELIMINARY! CHAPTER I PRELIMINARY
THE LIMITED LIABILITY PARTNERSHIP ACT, 2008 # NO. 6 OF 2009 $ [7th January, 2009.] + An Act to make provisions for the formation and regulation of limited liability partnerships and for matters connected
More informationHow To Become A Director Of A Company
Company Directors' Responsibilities CONTENTS Company Directors' Responsibilities 2 Disqualification 4 The Powers And Duties Of Company Directors 6 Basic Statutory Obligations Of A Company Under The Companies
More informationLegal Digest. Money Laundering Offences In Singapore. Naina Parwani. An online repository of various articles published by our lawyers
An online repository of various articles published by our lawyers Money Laundering Offences In Singapore Naina Parwani 1 Rajah & Tann 4 Battery Road #26-01 Bank of China Building Singapore 049908 Tel:
More informationUNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA. NOTICE TO CONSUMER DEBTOR(S) UNDER 342(b) OF THE BANKRUPTCY CODE
B 201 (12/08) UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA NOTICE TO CONSUMER DEBTOR(S) UNDER 342(b) OF THE BANKRUPTCY CODE In accordance with 342(b) of the Bankruptcy Code, this notice to individuals
More informationDIRECTORS DUTIES FOR COMPANIES IN FINANCIAL DIFFICULTIES
Tests of insolvency The different types of director Director s disqualification Wrongful trading and other potential liabilities DIRECTORS DUTIES FOR COMPANIES IN FINANCIAL DIFFICULTIES Actions the well
More informationBELIZE LIMITED LIABILITY PARTNERSHIP ACT CHAPTER 258 REVISED EDITION 2000 SHOWING THE LAW AS AT 31ST DECEMBER, 2000
BELIZE LIMITED LIABILITY PARTNERSHIP ACT CHAPTER 258 REVISED EDITION 2000 SHOWING THE LAW AS AT 31ST DECEMBER, 2000 This is a revised edition of the law, prepared by the Law Revision Commissioner under
More informationMotor Vehicles Insurance (CAP. 288 1 (Third-Party Risks)
Motor Vehicles Insurance (CAP. 288 1 CHAPTER 288 THE MOTOR VEHICLES INSURANCE (THIRD-PARTY RISKS) ACT Arrangement of Sections Section 1. Short title. 2. Interpretation. 3. Users of motor vehicles to be
More informationCOMPANIES LIQUIDATION RULES, 2012
Arrangement of Rules Rule ORDER 1 9 CITATION, APPLICATION AND COMMENCEMENT 9 Citation (O.1, r.1)...9 Application (O.1, r.2)...9 Commencement and transitional provisions (O.1, r.3)...10 Application of Supreme
More informationDisclaimer Definitions account books articles capital charge floating charge debenture series of debentures document Official Receiver
Disclaimer: The Following is an unofficial translation, and not necessarily an updated one. The binding version is the official Hebrew text. Readers are consequently advised to consult qualified professional
More informationInsolvency: a guide for shareholders
INFORMATION SHEET 43 Insolvency: a guide for shareholders If a company is in financial difficulty, it can be put under the control of an independent external administrator. The role of the external administrator
More informationIMPORTANT INFORMATION ABOUT BANKRUPTCY ASSISTANCE SERVICES FROM AN ATTORNEY OR BANKRUPTCY PETITION PREPARER.
IMPORTANT INFORMATION ABOUT BANKRUPTCY ASSISTANCE SERVICES FROM AN ATTORNEY OR BANKRUPTCY PETITION PREPARER. If you decide to seek bankruptcy relief, you can represent yourself, you can hire an attorney
More informationLiquidators, Receivers & Examiners under the Companies Acts 1963-2001
Decision Notice D/2002/1 The Principal Duties and Powers of Liquidators, Receivers & Examiners under the Companies Acts 1963-2001 Information Book 7 - Liquidators, Receivers & Examiners www.odce.ie Decision
More informationDRAFT PART [V] (ADDITIONAL PROVISIONS) MYANMAR COMPANIES LAW WINDING UP OF UNREGISTERED COMPANIES
DRAFT PART [V] (ADDITIONAL PROVISIONS) MYANMAR COMPANIES LAW WINDING UP OF UNREGISTERED COMPANIES Note: These provisions are currently contained in Part IX of the Myanmar Companies Act 1914. They have
More informationACQUISITION OF ASSETS OF INSOLVENT COMPANIES BY DIRECTORS
STATEMENT OF INSOLVENCY PRACTICE 13 (SCOTLAND) ACQUISITION OF ASSETS OF INSOLVENT COMPANIES BY DIRECTORS 1. INTRODUCTION 1.1. This statement of Insolvency Practice is to be read in conjunction with the
More informationStatement of Insolvency Practice 13 (Scotland)
Statement of Insolvency Practice 13 (Scotland) Acquisition of assets of insolvent companies by directors 1. Introduction 1.1 This Statement of Insolvency Practice is to be read in conjunction with the
More information