The EGM must be held within five weeks from the Directors’ Meeting executing the solvency declaration.
Concurrently with calling for the meeting, the directors or partners are required to appoint an approved liquidator to be the provisional liquidator between the issuing of the Declaration of Solvency and the holding of the EGM.
Subsequently, a second Special Resolution has to be passed, empowering the liquidator(s) to divide all or any of the properties and assets of the company among the members.
Within seven days after the passing of the special resolution, a printed copy of the special resolution must be filed with ACRA and within 10 days, notice of the resolution has to be given in one or more newspapers circulating generally throughout Singapore.
A company may not be struck off if it is the subject, or proposed subject, of insolvency proceedings or a compromise or arrangement with its members or creditors.
Winding up is a more formal company liquidation procedure that involves the orderly winding-up of the company affairs, the appointment of a liquidator to manage the process of realizing the company assets, ceasing or sale of its operations, payment of its debts (if any) and distribution of surplus assets (if any) among its members.
If they are still unsuccessful in receiving payment, another option is that a creditor may apply to the Court to have a company wound up if that company is insolvent.
In Singapore, accountants are normally preferred for this position.
The liquidator, or provisional liquidator will proceed to wind up the affairs of the company and file the necessary notifications required under the Companies Act.
The liquidator proceeds to prepare and file the relevant notice and advertisement including the settlement of creditors’ claims.
A company may apply to ACRA (Accounting and Corporate Regulatory Authority) to strike its name off the Register pursuant to Section 344 of the Companies Act.
ACRA may approve the application if it has reasonable cause to believe that the company is not carrying on business and the company is able to satisfy the criteria for striking off.