All filings of corporate insolvency and restructuring documents will continue to be made via ACRA’s online business registration and filing portal, Bizfile+.

Changes to insolvency and restructuring eForms


In line with new filing requirements set out in IRDA, 9 new forms have been introduced, with minor modifications made to the existing forms. Only new insolvency and restructuring cases that commenced after the commencement of the IRDA need to file these transactions. The key changes are as follows:

(i) Introduction of new transactions 
Transaction Name  Provisions under IRDA   Description 
 

Dissolution of Company (Returns by Liquidator Relating to Final Meeting for Compulsory Winding Up (IRDA S148(3))

 148 Final account and dissolution
(3) The liquidator must within 7 days after the meeting lodge with the Registrar of Companies and the Official Receiver a return of the holding of the meeting and of its date, with a copy of the account attached to such return. 		 A new provision requiring the liquidator to convene a final meeting with creditors and lodge the return for compulsory winding up cases with ACRA and Official Receiver
Court Order to Defer Date of Winding Up (IRDA S180(8))  180 Final account and dissolution


(7)  Despite subsection (6), the Court may, on the application of the liquidator or of any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the Court thinks fit.

(8) The person on whose application an order of the Court under this section is made must, within 14 days after the making of the order, lodge with the Registrar of Companies and with the Official Receiver a copy of the order, and if the person fails to do so, the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

  Any interested person may apply to the court to defer the date at which the dissolution of the company is to take effect (for voluntary winding up cases)
 Notice of Appointment of Interim Judicial Manager/Judicial Manager by Resolution of Creditors - s94(5) and s105(1)(a)(ii) IRDA 94 Judicial management by resolution of creditors

(5) Upon the appointment of the interim judicial manager under subsection (3), the company must –

(a) within 3 days after the appointment of the interim judicial manager, cause a written notice of the appointment to be lodged in the prescribed form with the Official Receiver and the Registrar of Companies; and

(b) within 7 days after the lodgement of the notice under paragraph (a), cause a notice of the appointment to be published in the Gazette and in an English local daily newspaper.

105 Information to be given by judicial manager

(1)  Where a company enters judicial management, the judicial manager must —

(a) within 3 days after the company’s entry into judicial management —

(i) in a case where the judicial manager was appointed by the Court under section 91(1), lodge with the Official Receiver and the Registrar of Companies a copy of the judicial management order; or

(ii) in a case where the judicial manager was appointed by the creditors of the company under section 94(11)(e), lodge with the Official Receiver and the Registrar of Companies a written notice of the appointment in the prescribed form;

  

Introduces a new out-of-court procedure to place a company in judicial management, pursuant to a resolution passed by a majority in number and value of the creditors present and voting
 

Notice of Early Dissolution of Company under s209/s210 of IRDA

 209 Early dissolution of company administered by Official Receiver when Official Receiver is liquidator

(8) At the expiration of the period of 30 days mentioned in subsection (2), the Official Receiver may lodge with the Registrar of Companies a notice to strike the name of the company off the register, unless –

(a) action is taken in accordance with subsection (6) for the appointment of a liquidator other than the Official Receiver for the purposes of continuing the liquidation; or

(b) an order is made under section 211(4) that the name of the company not be struck off the register and that the company not be dissolved.

210 Early dissolution of company administered by liquidator other than Official Receiver

(8) At the expiration of the period of 30 days mentioned in subsection (2), the liquidator may lodge with the Registrar of Companies a notice to strike the name of the company off the register, unless –

(a) action is taken in accordance with subsection (6) for the appointment of a replacement liquidator for the purposes of continuing the liquidation; or

(b) an order is made under section 211(4) that the name of the company not be struck off the register and that the company not be dissolved. 

 

In the event that the company's realisable assets are insufficient to cover the expenses of the winding up and the affairs of the company require no further investigation, the company may be dissolved and struck off the register 30 days after the date of the notice is given to all the creditors
 Notice of Expiry/Extension of the Appointment of Judicial Manager - (s111(7) IRDA)

111 End of judicial management

(7) Where a judicial manager’s term of office has expired or has been extended by the Court or under subsection (3)(b), the judicial manager must file notice of the expiry or extension of the term with –

(a) the Court (unless the extension was by the Court);

(b) the Registrar of Companies; and

(c) the Official Receiver.


 Allows the judicial manager to file the notice of the expiry or extension of the term 
Order of Court declaring Dissolution of Company Void (IRDA S208(2)) 208 Power of Court to declare dissolution of company void


(2) The person on whose application the order was made must, within 7days after the making of the order or such further time as the Court allows, lodge with the Registrar of Companies and with the Official Receiver a copy of the order 

 Any interested person may apply to the court to declare dissolution of company void. This is applicable only for entity which is dissolved within 2 years from the date of dissolution
 
Application for Order in Early Dissolution of Company (Objection to early Dissolution of Company) (IRDA S211(5)) s211 Application for order in early dissolution of company administered by Official Receiver or liquidator


5) Any person on whose application an order is made under this section must, within 7 days after the making of the order, deliver to the Official Receiver (if the Official Receiver is not the applicant), and to the Registrar of Companies for registration, a copy of the order. 

 Any interested person may apply to the court for an order to be made that the company not be struck off and dissolved under the early Dissolution of Company under s209/s210 of IRDA
 
Order of Court To Stay or Terminate Winding Up -(s186(4) IRDA) s186 Power to stay or terminate winding up
(4) where an order is made under this section, the person on whose application the order is made must lodge a copy of the order with the Registrar of Companies and the Official Receiver, respectively, within 14 days after the making of the order. 
  The court will be specifically empowered under the new provision to terminate a winding up in addition to the  staying winding-up proceedings 

Statutory Declaration by Proposed Interim Judicial Manager/Company – (s94(3)(e) and (f) IRDA)


 s94 Judicial management by resolution of creditors

(3)  A company may appoint an interim judicial manager under this subsection only if all the following conditions are met:

(a) the appointment is authorised by way of a resolution of the members of the company or, where so authorised by the constitution of the company, by a resolution of its board of directors;

(b) the notice period mentioned in subsection (2) has expired;

(c) not more than 21 days have elapsed after the date of the notice mentioned in subsection (2);

(d) each person to whom the notice mentioned in subsection (2) was given has consented in writing to the appointment of the interim judicial manager;

(e) the proposed interim judicial manager has lodged, with the Official Receiver and the Registrar of Companies, a statutory declaration by the proposed interim judicial manager stating that —

(i) the proposed interim judicial manager is not in a position of conflict of interest;

(ii) in the view of the proposed interim judicial manager, one or more purposes of judicial management mentioned in section 89(1) can be achieved; and

(iii) the proposed interim judicial manager consents to be appointed as interim judicial manager;

(f) the company’s directors have lodged with the Registrar of Companies a statutory declaration stating that —

(i) the company is or is likely to become unable to pay its debts;

(ii) the company will summon a meeting of the company’s creditors to be held on a date not later than 30 days after the date of lodgment of the statutory declaration mentioned in paragraph (e); and

(iii) the directors believe that one or more of the purposes of judicial management mentioned in section 89(1) is likely to be achieved;

(g) the proposed interim judicial manager is a licensed insolvency practitioner, and is not the auditor of the company.

 To prevent abuse of the new out-of-court procedure to place a company in judicial management, there is a requirement for the company's directors and the interim judicial manager has lodge with ACRA a statutory declaration 

(ii) For existing transactions, the key modifications include renaming of “Approved liquidator” to “Approved Liquidator / Approved Insolvency Practitioner” and inclusion of IP License number in the form.

S192(1)(a) of IRDA requires the liquidator to file the 12 months receipts and payments of the winding up of a company. Changes was made to the relevant transaction to accept 6 months and 12 months receipts and payments lodgement for winding up cases under the Companies Act and IRDA respectively.

The transactions “Application for Judicial Management Order” and “Lodgement of Judicial Management Order” have been merged into one transaction “Lodgement of Notice of Application for Judicial Management Order / Lodgement of Judicial Management Order”

The list of existing transactions which are affected by the change are:

  • Notice of Holding of Meeting of Creditors (s180(3) of IRDA)
  • Statement of Affairs (s83(1), s106(6) and s141(3) of IRDA)
  • Notice of Appointment/Cessation of Receiver or Receiver and Manager (s81(1) and s81(2) of IRDA)
  • Account of Receipts and Payments by Receiver or Receiver and Manager (s85(1)(a) of IRDA)
  • Lodgement of Notice of Application for Judicial Management Order / Lodgement of Judicial Management Order (s91(4)(a) and s105(1)(a) of IRDA)
  • Discharge of Judicial Management Order/Cessation of the Judicial Manager (s108(7), s112(3) and s115(5) of IRDA)
  • Notice of Winding-up Order and Particulars of Liquidator(s) (s132(1) and s132(2) of IRDA)
  • Notice of Appointment/Cessation of Provisional Liquidator/Liquidator (s138, s191(1)(a) and s191(3) of IRDA)
  • Notice of Change in Situation of Office of Provisional Liquidator(s)/Liquidator(s) (s191(1)(b) of IRDA)
  • Liquidator's Account of Receipts and Payments and Statement of the Position in the Winding Up (s192(1) and s192(2) of IRDA)
  • Dissolution of Company (s149(6) of IRDA)
  • Notice of Resolution (s160(2) of IRDA)
  • Statement of Judicial Manager’s Proposals (s107(1)(a) of IRDA)

Compliance with filing requirements

Insolvency practitioners should continue to comply with the filing requirements and timelines. ACRA will continue to oversee the enforcement and prosecution of non-compliance in filing requirements and also offences relating to directors’ duties; and insolvency related offences prior to 30 Jul 2020.

Resources

Click here (PDF, 289KB) for the FAQs on filing of corporate insolvency documents with ACRA.
 
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