Legal and equitable mortgages are the principal type of security taken on immovable property. Mortgages over registered land under the Land Titles Act 1993 (LTA) must be in the statutorily prescribed form and registered with the Singapore Land Authority. An unregistered instrument is not effectual to pass any estate or interest in the land (see section 45 LTA). For land under the Registration of Deeds Act, the mortgage must be by deed in the English language to be valid (see section 53(1) of the Conveyancing and Law of Property Act 1886). While it need not be registered, an unregistered instrument is not admissible in court as evidence of title, and registered instruments take priority regardless of the date of execution.

Fixed or floating charges are the most common form of security taken on movable property. Other usual security devices such as pledges and liens are also used but not as common. A charge created by a company must generally be registered with the Accounting and Corporate Regulatory Authority within 30 days of creation. If not, the charge will be void against the liquidator and any creditor of the company (see section 131 of the Companies Act 1967 (CA)). Additionally, the company and every officer in default will be liable to a fine and a default penalty (see section 132 CA).

Generally, security holders may exercise their rights outside of court proceedings to seize assets. However, judicial managers are empowered in certain circumstances to restrain the exercise of such security by disposing of the property subject to security as if the property was not subject to the security (see section 100 of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA)). Additionally, while the moratorium in insolvency proceedings generally does not prevent enforcement of security, if the secured creditor requires court action to enforce its security, it will need to obtain leave of court to commence or continue proceedings against the company.

Where security is by way of a floating charge, preferential claims (including, amongst others, winding up costs and expenses, and certain employee-related claims) rank ahead of the floating chargee in winding-up proceedings and must be paid from property subject to the floating charge if the remaining assets are insufficient (see section 203 IRDA). Additionally, floating charges created within one year (two years if the counterparty is connected with the company) before the commencement of winding-up or judicial management are invalid, except to the value of consideration given (see section 229 IRDA).

There are three main restructuring and rescue procedures available: schemes of arrangement, judicial management and the Simplified Debt Restructuring Programme (SDRP).

First, a scheme of arrangement is a compromise or an arrangement between a company and its creditors or members that has been sanctioned by a court. The scheme of arrangement binds all stakeholders, creditors or members, even if the creditor or member did not vote for or agree to the scheme (see section 70(1)-(2) IRDA).

There are a few modes by which the debtor may propose a scheme. First, the debtor may apply to court for a moratorium pursuant to section 64 of the IRDA. When the application is filed, an automatic moratorium period of 30 days takes effect (or until the application is heard, whichever is earlier), which may be extended by application to the court. In this application, the debtor must provide a list of creditors, show evidence of support from the creditors for the intended or proposed compromise or arrangement, together with an explanation of how such support would be important for the success of the same. If the debtor has not proposed the compromise or arrangement yet, then brief details of the intended compromise or arrangement must be provided.

Second, the debtor may first apply for a moratorium under section 210(10) of the CA before applying further for the meeting of creditors. The difference is that this moratorium is more limited and only covers the commencement and continuation of legal proceedings (as opposed to blocking the appointment of a receiver and manager, enforcement of security, etc); therefore the section 64 of the IRDA route is preferred, but certain types of companies are excluded from applying for the same, such as financial institutions and other types of prescribed companies. The section 210(10) moratorium also has less stringent disclosure and support requirements, both pre- and post-application.

Once moratorium protection is given, the debtor usually would apply to the court to summon a meeting of creditors to approve the scheme. In the creditors’ meeting, more than 50 per cent of the number of creditors (or a class of creditors) comprising 75 per cent in value must agree to the proposed scheme (see section 210 CA) – and if there are multiple classes, each class must fulfil these voting requirements. The scheme will then be sanctioned by the court.

Alternatively, the debtor may apply under section 71 of the IRDA for a prepack scheme, which allows for a court to sanction a scheme of arrangement even though no meeting of creditors has been ordered, expediting the process (see section 71 IRDA). For the court to sanction the scheme: (1) the company must have provided the creditors that are meant to be bound with a statement containing the relevant information necessary for the creditors to make an informed decision (e.g., how the scheme of arrangement will affect the rights of the creditors); (2) notice of the company’s application to the court must have been published to the public; (3) notice must have been given to each creditor meant to be bound by the scheme; and (4) the court must be satisfied that the company would have obtained the requisite level of support from its creditors (i.e., a majority in number representing 75 per cent in value of the creditors or class of creditors) at a creditors’ meeting (see section 71(3)(a)-(d) IRDA).

In a scheme, a company may carry on business as usual. Any conditions on the use or sale of assets, or whether any special treatment is given to creditors who supply goods and services after the scheme is passed, are usually provided for in the terms of the scheme. Usually, special treatment is given in order for the company to continue its business and eventually fulfil the full terms of the scheme. While there is often a scheme manager in schemes, the powers of the directors remain unaffected.

Second, a debtor may be placed under judicial management, either voluntarily or upon the application of one of its creditors.

It must be shown that the company is insolvent or is likely to become insolvent, and that the making of the order would achieve one or more of the following purposes: (1) the survival of the company, or the whole or part of its undertaking as a going concern; (2) the approval of a compromise or arrangement between the company and its creditors; or (3) a more advantageous realisation of the company’s assets than what would occur in a winding-up (see sections 91(1) and 89 IRDA).

When an application for judicial management is made, or a written notice of the appointment of an interim judicial manager has been lodged, an automatic moratorium period arises until either (1) the date on which the judicial management application is decided by the court or (2) where the company has lodged a written notice of an interim judicial management, the earliest date of appointment of the judicial manager, the date on which the term of appointment of the interim judicial manager ends, or the rejection of the resolution to place the company under judicial management. The company may not be wound up, no receiver and manager may be appointed, no legal proceedings may commence or continue, and any steps to enforce security will require leave of the court or the judicial manager (see section 95 IRDA).

Upon the making of the judicial management order, the aforementioned moratorium will extend to the end of the judicial management process (see section 96 IRDA). Control of the debtor passes to the appointed judicial manager. A judicial management order remains in force for 180 days from the date of the order, but the court may grant extensions subject to such terms as it may impose (see section 111 IRDA).

In a judicial management, the judicial managers stand in the shoes of the Board and may carry on the business of the company. The company’s creditors must be given a statement of the judicial managers’ proposals for achieving the survival of the company or for any other purposes of judicial management. This, along with any subsequent proposed revisions, must be approved at a creditors’ meeting (see sections 107(1) and 110 IRDA). A Committee of Creditors may be appointed to monitor the progress of the judicial managers’ work. Creditors are also empowered by the court and the legislation to restrain or compel the judicial managers to do certain actions (see section 115 IRDA).

In judicial management, the court has broad supervisory powers and may grant relief if there is some sort of abuse by the judicial managers that is prejudicial to the creditors or members.

Third, the SDRP is part of the Simplified Insolvency Programme (SIP), which was originally introduced in January 2021 to support micro and small companies during the COVID-19 pandemic. The SIP was revamped and made a permanent feature of the IRDA, commencing 29 January 2026 (SIP 2.0). SIP 2.0 further simplifies restructuring and insolvency processes and aims to make them more accessible.

The SDRP is generally available for companies with total liabilities not exceeding S$2 million (see section 72F IRDA for all requirements).

To commence the SDRP, a company must pass a special resolution in general meeting authorising its entry into the SDRP. The company must also appoint a licensed insolvency practitioner to be its Restructuring Adviser, who assesses whether the company meets the requirements to enter into the SDRP (see section 72E IRDA).

A moratorium takes effect upon the company’s entry into the programme, lasting initially 30 days, during which the company may not be wound up, no receiver and manager may be appointed, no legal proceedings may commence or continue, and any steps to enforce security will require leave of the court (see section 72K IRDA). The moratorium period may be extended by the Official Receiver upon application by the company or its Restructuring Adviser, if at least two-thirds in total value of the creditors consent (see section 72Q IRDA).

In a judicial management, as the business of the company is still ongoing, judicial managers may obtain secured or unsecured loans or credit, but no priority is afforded unless these can be classified as expenses of the judicial management (see section 114 IRDA). Priority can also be obtained for rescue financing upon an application to court. Rescue financing is an available option to certain creditors when a company is undergoing judicial management or a scheme of arrangement, and these loans provided by the creditors are to have priority over all the preferential debts listed in the IRDA and unsecured debts (see sections 67 and 101 IRDA).

In a scheme of arrangement, as long as the terms of the scheme are carried out, since the business of the company is still ongoing, it may obtain secured or unsecured loans or credit. Priority can also be obtained for rescue financing upon an application to court.

Restructuring proceedings generally do not release claims against non-debtor parties. Nevertheless, in theory, a scheme of arrangement can release non-debtor parties from liability so long as it is approved at the creditors’ meeting, for example, guarantors. Such a provision, however, can only be enforced by the debtor as the scheme is a binding agreement between the debtor and creditors. In practice, the debtor proposing the scheme would probably need to show both the creditors and court why such a release is necessary for the scheme to work.

In a judicial management, the creditors may appoint a committee of creditors (COC) to supervise the judicial managers (see section 109 IRDA). However, the COC generally cannot interfere with the management of the company, which is in the judicial managers’ discretion, but may obtain information from the judicial managers as required.

The creditors who appoint advisors generally bear their fees. Advisory fees are covered by the debtor only to the extent that they are classified as expenses of the judicial management.

The cash flow test is the sole determinative test for insolvency. This test assesses whether the company’s current assets exceed its current liabilities such that it is able to meet all debts as and when they fall due. ‘Current assets’ and ‘current liabilities’ refer to assets that would be realisable and debts that would fall due within a 12-month time frame.

The Court of Appeal has also set out a non-exhaustive list of factors that should be considered under the cash flow test (see Sun Electric Power Pte Limited v RCMA Asia Pte Ltd (formerly known as Tong Teik Pte Ltd) [2021] SGCA 60):

• the quantum of all debts that were due or would be due in the reasonably near future;
• whether payment was being demanded or was likely to be demanded for those debts;
• whether the debtor had failed to pay any of its debts, the quantum of such debt and for how long the debtor had failed to pay it;
• the length of time that had passed since the commencement of insolvency proceedings;
• the value of the debtor’s current assets and assets that would be realisable in the reasonably near future;
• the state of the debtor’s business, in order to determine its expected net cash flow from the business by deducting from projected future sales the cash expenses that would be necessary to generate those sales;
• any other income or payment that the debtor might receive in the reasonably near future; and
• arrangements with prospective lenders, such as bankers and shareholders, in order to determine whether any shortfall in liquid and realisable assets and cash flow could be made up by borrowings, which would be repayable at a time later than the debts.

A presumption of insolvency also applies if a statutory demand is validly served on the debtor, and for three weeks after the service of the demand the debtor neglected to pay the sum, or to secure or compound for it to the reasonable satisfaction of the creditor (see section 125(2)(a) IRDA for companies and section 312(a) IRDA for individuals).

There is no express law obligating directors or officers of the debtor to open insolvency proceedings at any particular time. However, directors and officers of a company may need to commence insolvency proceedings to avoid potential liability for wrongful trading, which can arise under section 239 of the IRDA, if they knew that the company was trading wrongfully (i.e., trading while insolvent) or ought to have known in all the circumstances.

Insofar as insolvency proceedings refer to restructuring proceedings – that is already covered at SN 3 above. The response here refers to insolvency proceedings in respect of liquidation.

There are three main forms of insolvency proceedings in Singapore: voluntary winding-up, involuntary winding-up and the Simplified Winding-up Programme (SWUP).

The court may order a winding-up if, amongst others, the debtor has passed a special resolution to be wound up by the court and/or if it determines the debtor is unable to pay its debts (see section 125 IRDA). The winding-up will be deemed to have commenced upon the application being made for winding-up (see section 126 IRDA). When the winding-up order is granted, there is an automatic moratorium on legal proceedings against the debtor (see section 133 IRDA). This is voluntary in the sense that the company has already resolved to be wound up by special resolution, although generally members’ or creditors’ voluntary winding-up would typically be used if there is consent by the members.

A debtor can commence a members’ voluntary winding-up by special resolution. This is not strictly an insolvency proceeding as the directors of the debtor are first required to file a declaration of solvency confirming that they made an inquiry into the company’s affairs, and at a directors’ meeting, they have formed the opinion that the company will be able to pay its debts in full within 12 months after it commences winding-up. The special resolution must then be passed within five weeks after the declaration of solvency has been filed. The debts of the company must be paid in full within 12 months after the commencement of the winding-up (see sections 160(1)(b) and 163 IRDA).

Otherwise, any voluntary winding-up is a creditors’ voluntary winding-up on the basis that the debtor is insolvent. The members must resolve to do so by special resolution. A meeting of creditors must then be called on the same day, or the next day, to confirm the creditors’ winding-up via ordinary resolution. The creditors may decide to confirm the nominee (or nominees) or liquidator (or liquidators) put forth by the members or appoint a liquidator (or liquidators) of their choice by ordinary resolution (see sections 160(1)(b), 166, 167 IRDA).

All the usual consequences of winding-up follow after the passing of the required resolutions for voluntary winding-up and the appointment of liquidator (or liquidators) – such as a moratorium on legal proceedings against the debtor. Further, any disposition of the debtor’s property or any share transfer made after the commencement of the winding-up is void unless the court orders otherwise (see section 130 IRDA).

Any creditor may apply to place a debtor into involuntary winding-up if any of the requirements under section 125(1) of the IRDA are met, the most common being that the debtor is unable to pay its debts. A debtor is deemed to be unable to pay its debts if (1) a creditor has validly served a statutory demand for a sum exceeding S$15,000, and the debtor has for three weeks after the service of the demand, neglected to pay the sum, or to secure or compound for it to the reasonable satisfaction of the creditor; (2) execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the company is returned unsatisfied in whole or in part; and/or (3) it is proven to the satisfaction of the court that the debtor is insolvent.

The substantive aspects of an involuntary winding-up and a voluntary winding-up are largely similar. The key difference is that in an involuntary winding-up, the liquidators are appointed by the court and are officers of the court – their actions are therefore subject to court scrutiny. The court also remains the ultimate supervisory jurisdiction over voluntary winding-up, but to a lesser extent.

In an involuntary winding-up, the liquidators may, with the court or Committee of Inspection’s authorisation, carry on the business of the company during the four weeks immediately after the date of the winding-up order in so far as is necessary for the beneficial winding-up of the company, after which, express authorisation is required from the court (see section 144(1)(a) IRDA). A Committee of Inspection may be appointed to supervise the same.

In terms of voluntary winding-ups, the company must, starting on the commencement of the winding-up, cease to carry on its business unless the liquidator is of the opinion that the business is required for the beneficial winding-up of the company (see section 162(1) IRDA).

As for the SWUP, it is part of the Simplified Insolvency Programme and aims to make formal insolvency processes accessible and affordable for smaller companies (see question 3).

The SWUP is generally available for companies with total liabilities not exceeding S$2 million (see section 250F IRDA for all requirements).

To commence the SWUP, a company must pass a special resolution in general meeting authorising its entry into the SWUP. The company must also nominate a licensed insolvency practitioner to be its liquidator, who must give written consent to such nomination (see section 250D(1) IRDA). If certain conditions are met, the special resolution may be substituted by a directors’ resolution (see section 250D(9)-(10) IRDA).

The SWUP is treated as if it were a creditors’ voluntary winding-up (see section 250K(4) IRDA), with certain modifications and exceptions (see section 250L IRDA). For example, to simplify and expedite matters, required notices only need to be published on the Ministry of Law’s website, and not in the English local daily newspaper or the Government’s E-Gazette.

It is difficult to estimate the length of insolvency proceedings as this would depend on the precise factual circumstances. Typically, in the case of an involuntary winding-up where there is no credible opposition, it could take 1-2 months to obtain an order. However, the timeframes could vary significantly if there is opposition.

Insofar as insolvency proceedings refer to restructuring proceedings – that is already covered at SN 3 above. The response here refers to insolvency proceedings in respect of liquidation.

Broadly, when a winding-up application is filed, there is no automatic moratorium but the court has a discretion to make an order staying or restraining further legal proceedings on the application of a company, creditor or contributory (see section 129 IRDA).

An automatic moratorium arises when a winding-up order is made, and leave will only be granted to creditors to continue claims if it is in the interests of justice – the creditor must satisfy the court as to why the claim cannot be dealt with in the winding-up (section 133 IRDA).

The moratoria in winding-up proceedings generally do not have extraterritorial effect, and the debtor will have to rely on general common law principles of cross-border recognition, the cooperation mechanisms of the UNCITRAL Model Law on Cross Border Insolvency and/or other treaties and conventions.

Insofar as insolvency proceedings refer to restructuring proceedings – that is already covered at SN 3 and 6 above. The response here refers to insolvency proceedings in respect of liquidation.

When a company is undergoing liquidation, the liquidators will issue notices to creditors to prove their claims. Notices of admission or rejection of proofs and of dividends declared (if any) will also be issued.

The general body of creditors and contributories can seek to form a Committee of Inspection (COI), which will consist of members from this body. The COI supervises the work of the liquidators and is responsible to the general body as a whole. Additionally, certain powers of the liquidators under section 144 of the IRDA may only be exercised by authorisation of the court or the COI, such as, but not limited to, appointing solicitors to assist in their duties, compromising claims by or against the company, and paying any class of creditors in full. The COI will generally be appointed at a creditors’ meeting by majority vote.

The COI generally receives no remuneration for the discharge of their duties, unless expressly sanctioned by the court. Court sanction is also required to pay any member of the COI for services rendered in connection with the administration of assets, or goods supplied to the liquidators for or on account of the company. Such sanction is normally only ordered where the services provided by the COI are of a special nature. However, the COI may retain solicitors, and these expenses are funded out of the assets of the company.

A creditors’ meeting may be requested by not less than 10% in value of the creditors according to section 145(2) of the IRDA. Otherwise, the liquidators will exercise their discretion in the management of the liquidation, realisation of any property, and adjudication and distribution, unless there are any matters which require the court or the COI’s approval.

Creditors can write to liquidators for information regarding the company and progress of the liquidations. The liquidators are not obliged to give full details but in practice will generally answer queries for broad updates and issue broad updates on the liquidation. Creditors are also permitted to inspect the liquidators’ minute books. The liquidators will also in practice answer to the COI and convene meetings with the COI periodically to keep them updated. The COI is generally entitled to all details required for them to discharge their duties of oversight or give approval where required (or both).

Secured creditors need not prove their debts but can simply enforce their security and obtain full satisfaction on that security. Should the exercise of security not fully cover the debt, the secured creditor may prove as unsecured creditors for the balance.

For unsecured creditors, section 203 of the IRDA provides for the following priority of debts:

• the costs and expenses of the Official Receiver or the liquidators;
• any other costs and expenses of the winding-up, including remuneration of the liquidator and any audit carried out under section 172 of the IRDA;
• the costs of the applicant creditor for obtaining the winding-up order;
• employees’ wages or salary;
• retrenchment benefits or ex gratia payments to employees;
• all amounts due in respect of work injury compensation under the Work Injury Compensation Act;
• all amounts due in respect of contributions payable, during a period of 12 consecutive months commencing not earlier than 12 months before and ending no later than 12 months after the commencement of the winding-up, by the company as the employer of any person, in respect of employees’ superannuation or provident funds;
• all employee remuneration payable in respect of vacation leave; and
• all tax assessed, and all goods and services tax due.

The cap of five months’ salary or S$13,000 applies to the total amount of wages or salaries and retrenchment benefits or ex gratia payments that may be due.

It is possible that rescue financing orders may change the priority of claims by giving the rescue financier super-priority in certain situations.

Subordination agreements can theoretically be recognised if the agreement does not affect the above order of priorities and only affects the creditors party to the subordination agreement inter se. For example, a junior unsecured creditor can agree with a senior unsecured creditor that the senior creditor must be paid in full before they are paid. However, there are no clear case law precedents on this in Singapore, and it is presumed that English authorities which are persuasive on this point would be adopted.

Transactions are entered into at an undervalue, if, for example, (1) the debtor makes a gift or enters into the transaction for no consideration; (2) the debtor enters into a transaction with the other person in consideration of marriage; or (3) the debtor enters into a transaction with the other person for a consideration the value of which, in money or money’s worth, is significantly less than the value, in money or money’s worth, of the consideration provided by the debtor. These transactions may be set aside without any limitation of time or relation back period (i.e., the prescribed period where transactions entered into by the company are declared void), if the transaction was for the purpose of (1) putting assets beyond the reach of creditors; or (2) otherwise prejudicing the interests of any creditors. The Official Receiver, liquidators, judicial managers or a victim of the transaction may apply to annul the transaction (see section 438 IRDA).

Similarly, transactions at undervalue generally may be set aside if the transaction took place within the period starting three years before the commencement of liquidation or judicial management (see section 224 read with section 226 IRDA).

Transactions which unfairly prefer a creditor (i.e., have the effect of putting that person into a position which, in the event of the company’s winding-up, will be better than the position that person would have been in if that thing had not been done), may be annulled if it can be shown that the company was influenced by a desire to prefer that creditor at the time of the transaction. This desire to prefer is presumed if the counterparty was connected with the company (e.g., a director). Unfair preference transactions must have taken place within the period starting two years before the commencement of liquidation or judicial management, if the counterparty is connected with the company; otherwise, within one year before the commencement of liquidation or judicial management (see section 225 read with 226 IRDA).

Additionally, a floating charge on the company’s property is invalid, unless it can be proven that the company was solvent immediately after the creation of the charge, if it was created within the period starting two years before the commencement of liquidation or judicial management, if the counterparty is connected with the company; otherwise, within one year before the commencement of liquidation or judicial management. However, it is preserved to the extent of the value of the consideration given for the creation of the charge, in the form of money paid, goods or services supplied, or debt discharged or reduced, together with interest on the same (if any) (see section 229 IRDA).

Extortionate credit transactions may also be annulled if their terms are exorbitant, harsh and unconscionable or substantially unfair, and the transaction was entered into within three years before the commencement of liquidation or judicial management (see section 228 IRDA).

Generally, existing contracts continue in force and are not automatically terminated by the commencement of restructuring or insolvency proceedings. In liquidations and judicial management, the court has the discretion, on the application of any party to the contract other than the company, to make an order discharging obligations under the contract on such terms as appears to the court to be equitable (see section 221 IRDA).

Termination provisions broadly remain enforceable, save that where proceedings have been commenced, no counterparty may terminate or amend, claim accelerated payment or forfeiture of the term under, or terminate or modify any right or obligation under, any agreement with the company solely by reason of the company’s insolvency or the commencement of those proceedings i.e. ipso facto clauses (see section 440 IRDA).

Set-off provisions generally also remain enforceable, provided that the requirements in section 219 of the IRDA are met.

On the other hand, retention of title agreements may be unenforceable. Under the moratoria for schemes of arrangement and judicial management, goods held under retention of title agreements may only be repossessed with the court’s permission (see sections 64, 95 and 96 IRDA). Judicial managers may also dispose of properties that are subject to retention of title agreements as if they were not subject to the same should the funds received be used to promote section 89(1) purposes (i.e., the survival of the company), reach a compromise with the creditors or achieve a more advantageous realisation of the company’s assets than on a winding-up (see section 100(2) IRDA).

In respect of disclaiming contracts, liquidators may disclaim onerous contracts (see section 230 IRDA). This also applies to judicial managers in reorganisations.

For a scheme, its terms may allow a debtor to reject or disclaim an unfavourable contract, if the scheme is approved by the creditors.

If a contract is not disclaimed and breached by the debtor after the relevant insolvency case is opened, the counterparty has a claim against the debtor and may file a proof of debt for any damages that may be due.

There is no special treatment for the sale of assets or of the business in schemes, judicial management or liquidation. As a general rule, liabilities do not pass with assets but the new owner may take any assets subject to any encumbrances to title that may have affected the seller (e.g., security or other proprietary interests).

Judicial managers are empowered by the IRDA, and could be authorised by the court, to dispose of properties that are subject to a security, a hire-purchase agreement, chattels leasing agreement or retention of title agreement as if they were not subject to the aforesaid rights should the funds received be used to promote section 89(1) purposes (i.e., the survival of the company), reach a compromise with the creditors or achieve a more advantageous realisation of the company’s assets than on a winding-up (see section 100(2) IRDA).

There is no reported decision that explicitly deals with whether credit bidding is permitted, but the court is likely to look at certain factors such as whether the bidder is a secured or unsecured creditor; whether the bid is made for secured assets or other unsecured assets; and whether the sale of assets is part of a reorganisation or just a stand-alone sale. As long as the insolvency practitioner, such as a liquidator, exercises their discretion to sell the company’s property reasonably and in good faith or bona fide, the court will not interfere (see Solvadis Commodity Chemicals Gmbh v Affert Resources Pte Ltd [2018] SGHC 210). Section 144(2)(b) of the IRDA also permits liquidators to assign sufficiently identifiable causes of action to a third party for a consideration (see case mentioned in the previous sentence).

A creditor assigned rights by way of a legal assignment of the rights of a secured creditor should in theory be allowed to place a credit bid, as this was a right that was vested with the original secured creditor and is capable of assignment.

Similarly, pre-packaged sales are not expressly provided for, but liquidators and judicial managers have broad powers to sell the company’s property (see section 144(2)(b) IRDA and the First Schedule to the IRDA).

Directors and officers may be held liable for fraudulent or wrongful trading, breach of directors’ duties, or other duties owed to the company which were breached, or in tort.

Liability can arise for directors and officers under section 239 of the IRDA (responsibility for wrongful trading), if they knew that the company was trading wrongfully (i.e., trading while insolvent) or ought to have known in all the circumstances.

The court may, on application of a judicial manager or liquidator of the company, or the Official Receiver, or any creditor or contributory of the company (with permission from the judicial manager or liquidator or the court), declare the relevant directors and officers personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the company. Additionally, the relevant directors and officers may be guilty of an offence and shall be liable on conviction to a fine not exceeding S$10,000 or to imprisonment for a term not exceeding three years or both.

Corporate directors and officers are not generally personally liable for the corporation’s obligations unless they have expressly agreed to the same. However, they may be held personally liable if they breached their directors’ duties or the fiduciary duties owed to the company or creditors, as well as provisions under the IRDA or the CA. For example, fraudulent trading under section 238 of the IRDA, where directors and officers may be held liable for all or any of the debts of the company without any limitation of liability, if they were knowingly a party to the carrying on of a business of the company with intent to defraud creditors or for any fraudulent purpose.

Directors and Officers (D&O) insurance may indemnify directors and officers against liability arising from certain claims. However, most D&O policies exclude liability arising from fraud and intentional criminal acts as well as fines and penalties imposed by regulatory authorities.

In respect of partners, there are different considerations depending on the type of partnership. For general partnerships, partners are jointly liable for all debts and obligations of the partnership (see section 9 of the Partnership Act 1890). For limited liability partnerships, partners are generally not personally liable for the obligations of the partnership, but they may be liable for their own wrongful acts or omissions (see section 12 of the Limited Liability Partnerships Act 2005).

There are limited circumstances in tort where shareholders and lenders could be held civilly liable. For example, for conspiring to drive a debtor into insolvency to the detriment of various other stakeholders. They could also be held liable if they have undertaken certain contractual obligations that are breached by reason of the insolvency of the debtor, or have otherwise expressly and consensually incurred liability, such as by guaranteeing the credit of the debtor to a third party.

Restructuring and insolvency proceedings in Singapore do not release directors or other stakeholders from liability for their previous actions and decisions. In fact, the onset of proceedings often triggers the pursuit of such claims, as the liquidator or judicial manager is empowered (and obliged) to investigate the causes of the company’s insolvency and take action against those responsible (see Beluga Chartering GmbH (in liquidation) v Beluga Projects (Singapore) Pte Ltd (in liquidation) and another (Deugro (Singapore) Pte Ltd, non-party) [2013] SGHC 60).

See SN 15 above for the common cases where liabilities of directors are sought.

The UNCITRAL Model Law on Cross-Border Insolvency (Singapore Model Law) was adopted by Singapore in 2017 and it aims to help with the recognition and cooperation of foreign insolvency proceedings and insolvency office holders. The Singapore Model Law, enacted under the Tenth Schedule of the Companies (Amendment) Act 2017 (which now can also be found under the Third Schedule of the IRDA, specifically recognises a foreign proceeding and relief and allows foreign liquidators to participate in proceedings in relation to the relevant debtor in Singapore (see Chapter 3 of the Singapore Model Law).

The process involves the foreign representative making an application to the court for recognition of the foreign proceeding, which must be accompanied by evidence of the existence of the foreign proceeding and of the appointment of the foreign representative (see Article 15 of the Singapore Model Law).

A foreign proceeding will generally be recognised unless it is contrary to the public policy of Singapore (see Articles 6 and 17 of the Singapore Model Law; Re PT Garuda Indonesia (Persero) Tbk and another matter [2024] SGHC(I) 1).

While recognition does not depend on the COMI of the debtor, it affects classification of the proceeding and accordingly the relief that will be granted. A foreign main proceeding is one taking place in the state where the debtor has its COMI, whereas a foreign non-main proceeding is one taking place in a state where the debtor has an establishment (i.e., any place where the debtor has property, or any place of operations where the debtor carries out a non‑transitory economic activity with human means and property or services) (see Article 17 read with Article 2(d) of the Singapore Model Law).

Upon recognition as a foreign main proceeding, certain relief follows automatically under Article 20 of the Singapore Model Law, including: a stay of proceedings against the debtor and its property; a stay of execution against the debtor’s property; and suspension of the right to transfer, encumber, or otherwise dispose of any property of the debtor. The court may also grant discretionary relief under Article 21 of the Singapore Model Law. On the other hand, only discretionary relief is available for a foreign non-main proceeding.

More generally, foreign judgments and orders may be recognised through the statutory regime in Singapore, which consists of the Reciprocal Enforcement of Foreign Judgments Act 1959 (REFJA) and the Choice of Court Agreements Act 2016 (CCAA).

The REFJA allows for a wide range of enforcement options in Singapore – it applies to interlocutory and final judgments in any civil proceedings, all of which should comply with a reciprocal bilateral or multilateral agreement or treaties between Singapore and each foreign country. Registrable judgments include both money judgments and non-money judgments, judgments of lower courts, interlocutory judgments, judicial settlements, consent judgments and consent orders.

The CCAA gives effect to the Hague Choice of Court Convention (HCCC) as Singapore is a signatory of the agreement. The CCAA applies to foreign court judgments for international cases where there is an exclusive choice of court agreement concluded in a civil or commercial matter, with the exclusion of personal law matters, where it enforces and recognises the judgment of the court which was designated as the choice jurisdiction as a contracting state of the HCCC.

Singapore courts can also recognise and enforce foreign judgments through a common law action (i.e., the foreign judgment must be final and conclusive, and there are no defences available to be raised against the judgment’s recognition). However, it should be noted that enforcing a foreign judgment through the statutory regime would be more effective as common law grounds are more challenging to prove.

The UNCITRAL Model Law on Recognition and Enforcement of Insolvency-Related Judgments (MLRIJ) is likely to be adopted in the near future, in accordance with the recommendation of the Committee to Enhance Singapore’s Corporate Restructuring and Insolvency Regime (the Committee). The Committee has proposed that the MLRIJ be enacted in its entirety to provide clear guidance and certainty to foreign users seeking to enforce foreign insolvency-related judgments in Singapore, and to facilitate cooperation and harmonisation of cross-border insolvency.

Not applicable.

A foreign company doing business in Singapore can be wound up by the Singapore court following the usual requirements that apply to a Singapore incorporated company (see section 246(1)(c) and (2) IRDA).

Pursuant to section 246(1)(d) of the IRDA, a foreign company may be wound up only if it has a substantial connection with Singapore. The following factors may be considered:

• the centre of main interests of the company is Singapore;
• the company is carrying on business or has a place of business in Singapore;
• the company is a foreign company that is registered under the Companies Act 1967 (Division 2 of Part 11);
• the company has substantial assets in Singapore;
• the company has chosen Singapore law as the law governing a loan or other transaction or the resolution of one or more disputes arising out of or in connection with a loan or other transaction; and
• the company has submitted to the jurisdiction of the court for the resolution of one or more disputes relating to a loan or other transaction.

Generally, the Singapore restructuring and insolvency regime has the most synergies with countries with similar restructuring and insolvency regimes and who have similar treaty obligations such as the UK, which Singapore’s regime was originally modelled on, and which has, like Singapore, adopted the UNCITRAL Model Law on Cross-Border Insolvency.

On the other hand, friction is sometimes experienced with cross-border issues in respect of jurisdictions which have not adopted the UNCITRAL Model Law on Cross-Border Insolvency, such as Indonesia and China. In theory, judgments and orders can be recognised and/or enforced in such countries, but this would be on a case-by-case basis. For example, China has traditionally had a strict test of judicial reciprocity, and there may be inconsistency and uncertainty in enforcement depending on the city or province e.g. a very internationally integrated city like Shanghai versus other provinces with less experience with cross-border issues.

That said, there have been considerable efforts made to reduce any such cross-border friction. For example, the Supreme Courts of Singapore and Indonesia have recently signed a Memorandum of Understanding to Enhance Cross-Border Communication and Cooperation in Cross-Border Insolvency Proceedings, demonstrating both judiciaries’ commitment to judicial cooperation. China has also been adopting a more flexible test of reciprocity, with Chinese courts affirming that reciprocity exists between China and Singapore. Notably, the Xiamen Maritime Court has recently recognised an order of the Singapore court appointing judicial managers in Fujian Huadong Shipyard Co Ltd v Ocean Tankers (Pte) Ltd, Xihe Holdings Pte Ltd [2022] 4 CMCLR 14.

As such, the cross-border coordination of restructuring and insolvency proceedings with such countries, while less straightforward and highly fact sensitive, remains promising.

Generally, each company within a group is treated as a separate legal entity and cannot be held responsible for the liabilities of their subsidiaries or affiliates. However, in rare cases, the corporate veil may be pierced – for example, where the group of companies is essentially acting as a single entity, or where the corporate veil is a mere sham or facade. In such exceptional cases, the parent or affiliated corporation could be held responsible.

There is also no automatic combination of proceedings where a corporate group is involved. Proceedings have to be filed individually, but could be grouped together or combined for hearings for procedural or administrative convenience by the court.

Additionally, there is no statutory provision allowing assets and liabilities of the companies to be pooled for distribution purposes. However, in some cases, the courts have adopted Commonwealth case law and used their broad discretion under the IRDA to grant orders, which amount to pooling or aggregation of assets orders in substance. For example, this has occurred in cases such as big Ponzi schemes involving a corporate group, where it is not meaningful to distinguish between the different operating arms and subsidiaries of the scheme and it would be detrimental to overall recovery to undertake the work to do so, as it would incur disproportionate costs. Assets may also be transferred from a liquidation in Singapore to a foreign main liquidation overseas, if all liabilities in Singapore have been settled.

There is no prohibition on cooperation between office holders, and therefore scope for them to do so.

The Committee to Enhance Singapore’s Corporate Restructuring and Insolvency Regime has recommended that the UNCITRAL Model Law on Enterprise Group Insolvency be enacted in its entirety, to provide additional options to support enterprise group insolvency proceedings.

In March 2025, the Committee to Enhance Singapore’s Corporate Restructuring and Insolvency Regime published a report setting out its views, perspectives and recommendations on proposed amendments to Singapore’s restructuring and insolvency framework. Some of the recommendations include revising the compensation structure of restructuring managers and preventing shareholders from dissenting on a cross-class cramdown. The report is part of Singapore’s broader effort to improve its status as a restructuring hub in Asia. On 14 May 2026, the Ministry of Law announced that it has reviewed and broadly accepted the recommendations in the report.

In the past, Singapore’s insolvency regime was largely creditor-driven, prioritising creditor recovery over rescue. However, to position Singapore as an international centre for debt restructuring, substantial changes were made through the Companies (Amendment) Act 2017, which introduced many debtor-friendly features, including, amongst others: broad moratoria restraining creditor enforcement (now under sections 64, 95 and 133 IRDA); cross-class cram-down of dissenting creditor classes (now under section 70 IRDA); super-priority rescue financing (now under sections 67 and 101 IRDA); and pre-packaged schemes of arrangement that can be sanctioned without a creditors’ meeting (now under section 71 IRDA). These reforms were consolidated and further strengthened by the introduction of the IRDA (effective 30 July 2020), which added measures such as restrictions on ipso facto clauses preventing counterparties from terminating contracts solely on insolvency grounds (see section 440 IRDA), and voluntary judicial management by creditors’ resolution without court application (see section 94 IRDA).

That said, fundamental principles of insolvency law are still that duties – such as directors’ duties to the company – shift to creditors when it is clear the company is insolvent. Creditors’ consent is still required for almost all material aspects of insolvency or restructuring processes. In liquidation, creditors may appoint a COI to supervise the liquidation, with liquidators only empowered to undertake certain acts upon authorisation of the COI or the court (see sections 150 and 144 IRDA). In judicial management, the judicial manager’s proposals must be approved by the creditors (see sections 107, 108 and 110 IRDA). Likewise, in schemes of arrangement, a restructuring cannot ordinarily be imposed on creditors unless the requisite statutory majorities approve it (see section 70(3)(a)-(b) IRDA).

Where it is not – the court has broad supervisory functions to ensure there is no abuse and that creditors’ rights and interests are protected. For example, even after the requisite voting thresholds for a cross-class cram down have been met, the court must be satisfied that the proposed scheme is fair and equitable and does not unfairly discriminate between creditor classes before granting sanction (see section 70(3)(b) IRDA). Similarly, pre-packaged schemes dispense with a formal creditors’ meeting only if the court is satisfied that the statutory voting thresholds would have been achieved, had such meetings been convened (see section 71(3)(d) IRDA).

Accordingly – currently – it is difficult to classify Singapore’s insolvency and restructuring regime as overtly creditor or debtor friendly and it can be considered broadly balanced with all the updates and developments in the law.

Singapore’s insolvency and restructuring framework is generally neutral and does not embed preferences for certain stakeholders. While employee-related claims are afforded statutory priority in winding-up proceedings (see section 203 IRDA), there is no broad sociopolitical pressure around employees or pensions.

As to the role of the State, Singapore does not have a formalised state rescue framework for distressed businesses. The government’s approach has instead been to provide structural and legislative support to facilitate private-sector restructuring through debtor-friendly features in the IRDA such as rescue financing provisions and pre-pack scheme mechanisms. The Simplified Insolvency Programme, which offers more cost-effective and expedited debt restructuring and winding-up processes (introduced in January 2021 and recently expanded as “SIP 2.0”) similarly reflects targeted state support for smaller companies.

The government has also intervened more directly in exceptional circumstances, such as during the COVID-19 pandemic. Amongst others, the COVID-19 (Temporary Measures) Act 2020 increased the minimum sum for statutory demands from the then-applicable S$10,000 to S$100,000 and extended the response period from 21 days to six months, providing distressed companies breathing room from creditor action.

A significant barrier is the cost of formal restructuring and insolvency proceedings. To counter this, Singapore has introduced the Simplified Insolvency Programme (SIP). Originally introduced in January 2021 to support micro and small companies during the COVID-19 pandemic, the SIP has since been revamped and made a permanent feature of the IRDA (SIP 2.0). SIP 2.0 aims to make restructuring and insolvency processes more cost-effective and accessible. As SIP 2.0 only commenced recently, in January 2026, its effectiveness in achieving such aims remains to be seen.

Restructuring processes have also struggled to gain traction. It has been observed that despite the introduction of super priority rescue financing, few such deals have been completed in Singapore, and that the market does not perceive the judicial management regime favourably. To counter this, the Committee to Enhance Singapore’s Corporate Restructuring and Insolvency Regime has made several recommendations to strengthen the judicial management regime and to refine the framework and tools for efficient debt restructurings. For example, it has recommended that the judicial management regime be reconceptualised to emphasise the restructuring and rehabilitation functions. On 14 May 2026, the Ministry of Law announced that it has reviewed and broadly accepted such recommendations.