After a winding up order in Singapore, a director must stop dealing with the company’s assets, hand over all company property, cash, books and records to the liquidator, cooperate with the liquidator or Official Receiver, and submit a verified statement of affairs within 14 days after the order. If asked, other officers must file a statement of concurrence within 14 days of the request. Failing these duties without reasonable excuse can be a criminal offence, and the director’s conduct will be reviewed by the liquidator.
This checklist is for directors and company secretaries of a Singapore company that has just been wound up by the court, and reflects the law as at 6 November 2026.
What changes for you the day the order is made?
Our guide to court-ordered winding up explains how a company reaches this point. This guide is about what you, as a director, should do next.
Once the order is made, the liquidator (either the Official Receiver, a public officer at the Ministry of Law’s Insolvency Office, or a private insolvency practitioner) must take into custody or control all the property the company is or appears to be entitled to, under section 140 of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA). In practice, your role in managing the business is over. The liquidator decides what the company does, who is paid and what is sold.
Three other points from the Insolvency Office matter immediately:
- The winding up is treated as having started when the application was filed, not when the order was made.
- Any disposal of the company’s property after that start date is void unless the court sanctions it. Payments you approved while the application was pending can be challenged.
- After the order, no legal action can be started or continued against the company without the court’s permission.
Your obligations, however, do not end. Directors and the secretary carry specific duties into the liquidation, and the liquidator will judge you largely on how you handle the first two weeks.
What must you do in the first 14 days?
- Identify the liquidator and make contact. The order names the liquidator. Write to them with your contact details, the names of the other directors and the secretary, and who holds the books.
- Stop all payments and transactions. Do not pay creditors (including yourself), transfer stock or sign contracts for the company. Tell staff with banking access to stop too.
- Hand over property. Cash, cheque books, bank tokens, keys, vehicles, equipment and stock belong under the liquidator’s control. Section 234(1)(b) makes failing to deliver up company property and books you are required to deliver an offence.
- Hand over and preserve records. Give the liquidator the statutory registers, ledgers, accounting software access, bank statements, contracts and correspondence. Do not delete emails or files. Concealing, destroying or falsifying books within 12 months before the winding up or after it is an offence under section 234(1)(c).
- Disclose everything. Section 234(1)(a) requires past and present officers to disclose fully and truly all the company’s property, and how, when, to whom and for what any of it was disposed of outside the ordinary course of business.
- Prepare the statement of affairs. Under section 141, one or more directors and the secretary must submit a verified statement of affairs as at the date of the order within 14 days. See our statement of affairs deadline guide for a day-by-day plan.
- Meet the liquidator or case officer. The Insolvency Office’s explanatory note asks you to go through the completed statement with the Official Receiver or liquidator before it is sworn or affirmed and submitted.
- Respond to a concurrence request. If another officer prepared the statement, the liquidator may ask you for a statement of concurrence within 14 days of the request.
- Stay available. Under section 243, officers must give the liquidator the information reasonably required and attend when asked. Keep your address and phone number updated.
How do these duties line up?
| Duty | Source | Timing | Consequence of default |
|---|---|---|---|
| Submit the statement of affairs | IRDA s 141 | 14 days after the order, unless extended for special reasons | Fine up to S$10,000, jail up to 12 months, or both, plus a default penalty |
| Statement of concurrence | IRDA s 142 | 14 days after the request, unless extended | Default and accuracy risks as for the statement |
| Disclose property and disposals; deliver property and books; no material omissions | IRDA s 234(1) | Immediately and throughout | Fine up to S$10,000 or jail up to 2 years |
| Give information and attend on the liquidator | IRDA s 243 | Whenever reasonably required | Fine up to S$10,000, plus up to S$200 a day if continuing |
What should you avoid doing?
- Paying “friendly” creditors, family members or yourself from company funds, or repaying your own director’s loan.
- Moving stock, equipment, vehicles, domain names or customer contracts to a new company.
- Collecting customer payments into a personal or new account.
- Throwing away files or wiping laptops and phones that hold company records.
- Leaving Singapore without telling the liquidator how to reach you. Under section 157 the court may order the arrest of a director or former director it has probable cause to believe is about to abscond to avoid examination about the company’s affairs.
- Filing documents for the company with ACRA or IRAS without first checking with the liquidator, who now controls the company’s statutory and tax affairs. Our guide on tax when a company goes into liquidation explains what the liquidator files.
What about your personal guarantees?
A winding up does not release you from a personal guarantee of the company’s bank loans, leases or supplier accounts. Expect lenders and landlords to call on guarantees soon after the order. If you cannot pay, a creditor owed at least S$15,000 may serve a statutory demand and, if it remains unpaid for 21 days and is not set aside, apply for your bankruptcy.
That matters for your other companies too. Under section 148 of the Companies Act 1967, an undischarged bankrupt who acts as a director or takes part in managing a corporation without the court’s or the Official Assignee’s permission commits an offence. Take advice early on what you owe personally and on the realistic options.
What happens to employees?
The liquidator decides how to deal with staff. Employees’ unpaid wages, retrenchment benefits, work injury compensation, CPF contributions and vacation leave pay rank as preferential claims, several of them within statutory caps, and are paid before ordinary unsecured creditors. Your role is to give the liquidator accurate payroll and CPF records so these claims can be listed in Schedule F of the statement of affairs, and to point staff to the liquidator for their claims.
What happens after the first 14 days?
Once the liquidator has your statement of affairs, the investigation phase begins. The liquidator checks the statement against bank records, asks questions and may apply to examine officers. Read about the powers and duties of a liquidator and the public examination of company officers. A liquidator who finds payments to connected parties or trading while insolvent may bring claims against directors personally, and conduct making a director unfit can lead to disqualification for up to 5 years under section 149 of the Companies Act.
Hand-over checklist:
- Cash, cheque books, bank tokens and a list of all bank accounts
- Common seal (if any), statutory registers and minute books
- Accounting software logins and recent data exports
- Debtor and creditor listings, invoices and contracts
- Fixed asset and inventory list, with locations and keys
- Vehicle logcards, leases and tenancy agreements
- Payroll, CPF and tax records
- Papers for any lawsuit by or against the company
What does this look like in practice?
Example: this is a hypothetical scenario. A café company is wound up on a landlord’s application. The day after the order, one director empties the till into his own account “to pay the staff later”, and a supplier asks to collect its coffee machine. The other director phones the liquidator instead, hands over the keys and the cash book, explains that the machine is on hire purchase, and arranges for the payroll records to be sent. The first director now has to account to the liquidator for the cash, while the second has started the relationship on a cooperative footing and can focus on preparing the statement of affairs.
Frequently asked questions
Am I still a director after the winding up order?
You may still appear on ACRA’s records, but the liquidator controls the company’s property and affairs, so you should not act for the company without the liquidator’s agreement. Your duties to submit the statement of affairs, disclose and cooperate continue.
I resigned before the order. Do these duties apply to me?
Many do. The liquidator can require past officers to submit or concur in the statement of affairs, and the duty to give information and attend under section 243 covers anyone who is or has been an officer.
Can I keep my company laptop or car?
Not if it belongs to the company. Hand it over or agree arrangements with the liquidator in writing. If it is on hire purchase or lease, tell the liquidator so it is shown correctly as an asset held as security.
Can I start a new business?
A winding up does not automatically stop you, but do not use the old company’s assets, staff records or customer contracts without the liquidator’s agreement. If you become bankrupt or are disqualified, separate restrictions apply.
Who pays for preparing the statement of affairs?
The reasonable costs may be paid out of the company’s assets as the liquidator considers reasonable, subject to an appeal to the court. Agree the basis with the liquidator first.
Need help after a winding up order?
Raffles Corporate Services can help you prepare or fill in the statement of affairs for submission to the liquidator or Official Receiver, including gathering bank statements, reconciling debtor and creditor lists and compiling the schedules from the company’s books.
If your company, or you as a director or shareholder, is dealing with a winding up order, contact the Raffles Corporate Services team at [email protected] or on WhatsApp at +65 8501 7133 or +65 9018 0072. We will help you understand the documents and deadlines. Where your matter needs a lawyer, we will refer you to a firm on our panel of Singapore law firms that regularly handles insolvency and directors’ liability. Raffles Corporate Services is a corporate services provider, not a law firm, and this article is general information, not legal advice.
Willie Tan, Raffles Corporate Services