The notice of resolution is the compulsory filing that tells the Registrar of Companies your members have resolved to wind the company up. A copy of the resolution must be lodged within 7 days of it being passed, and notice of the resolution must appear in the Gazette and at least one English local daily newspaper within 10 days.
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
Those two deadlines come from section 160 of the Insolvency, Restructuring and Dissolution Act 2018, and missing them is an offence by the company and by every officer in default, carrying a fine not exceeding $5,000 and a default penalty on top. The Bizfile filing itself is free and processed immediately, which is a fair summary of how easy it is to get right and how avoidable the penalty is.
This is the second of three filings. The optional first one is the declaration of inability to continue; the third is appointing the liquidator. The wider picture sits in our overview of creditors’ voluntary winding up.
What resolution are we talking about?
A company may be wound up voluntarily if it so resolves by special resolution. That is the ordinary route, and a special resolution means the majority and the notice period your constitution and the Companies Act 1967 require, not a show of hands at a hastily convened meeting.
There is a second, rarer route. Where the constitution fixes a period for the company’s duration and that period expires, or the constitution says the company is to be dissolved on a stated event and that event happens, an ordinary resolution in general meeting requiring the company to be wound up voluntarily will do. Almost no Singapore private company has such a clause, so assume you need the special resolution.
What makes the winding up a creditors’ voluntary winding up rather than a members’ one is not the resolution. It is the absence of a declaration of solvency, and the fact that the creditors meet, receive a statement of affairs and get the final say on the liquidator. If your directors can honestly swear the company will pay everyone in full within twelve months, you are on the solvent route instead, and the equivalent filing is covered in our guide to the notice of resolution in a members’ voluntary winding up.
The creditors’ meeting is not optional either
Do not file the resolution and assume the process is done. The company must summon a meeting of creditors for the same day as the members’ meeting or the day immediately after, send the notices to creditors at the same time as the notices to members, give creditors at least 10 days’ notice with a statement showing every creditor’s name and the amount of their claim, and advertise the creditors’ meeting in the Gazette and at least one English local daily newspaper at least 7 days before it.
The directors must lay a full statement of the company’s affairs before that meeting, showing how the assets were valued, with a list of creditors and the estimated amount of their claims, and must appoint one of their number to attend. That director and the company secretary must attend and explain the company’s affairs and how it got here. Default on any of this is an offence for the company and every officer in default, carrying a fine not exceeding $2,000.
The deadlines attached to the resolution
| Step | Deadline | Where it comes from |
|---|---|---|
| Lodge a copy of the resolution with the Registrar of Companies | Within 7 days of it being passed | IRDA 2018, section 160(2)(a) |
| Notice of the resolution in the Gazette and at least one English local daily newspaper | Within 10 days of it being passed | IRDA 2018, section 160(2)(b) |
| Notice of the creditors’ meeting to creditors | At least 10 days before the meeting | IRDA 2018, section 166(2)(a) |
| Advertise the creditors’ meeting | At least 7 days before the meeting | IRDA 2018, section 166(3) |
| Penalty for failing on the resolution filings | Fine not exceeding $5,000 and a default penalty | IRDA 2018, section 160(3) |
Seven days is seven days, not one working week plus a weekend of goodwill. The Gazette has its own submission and publication cycle, and so does the newspaper. Book both before the meeting, not after it.
What you need before you open Bizfile
The filing is made through the winding up eService, logged in as a business user through Corppass, or by a corporate service provider appointed to file for the entity. Our guide to logging in to Bizfile as a business user covers that route, and if you act for several entities, switching profiles correctly is worth two minutes of your attention before you start. Filing a winding up against the wrong UEN is not a mistake you want to make.
Have ready:
- The entity’s UEN and name. Check them on screen against the entity you actually intend to wind up.
- The date the resolution was passed. It must be the current date or a past date. You cannot pre-file a resolution you intend to pass next week.
- A signed copy of the resolution to upload.
- For a local company with corporate shareholders, where the filing is made by a representative of the holding company: the date the minutes were signed, and a copy of those minutes.
If you filed the declaration of inability to continue first, the system carries those details forward and you continue the same process rather than starting a new one. Starting a new process discards what you saved, so resume rather than restart.
What goes wrong in practice
Filing the Bizfile notice and forgetting the advertisements. This is the most common failure by a distance. The lodgement with the Registrar and the Gazette and newspaper notices are three separate obligations under one subsection. Doing one out of three is a default on the other two.
Passing the resolution too late. Where an application has already been made to court to wind the company up on the ground that it cannot pay its debts, the company cannot resolve to wind itself up voluntarily without the court’s permission. That is section 184. Once a creditor files, the cheaper route is gone unless a judge gives it back.
Getting the meeting sequence wrong. The creditors’ meeting must be on the day of the members’ meeting or the day after, with notices sent simultaneously. Holding the members’ meeting first and scheduling the creditors for a fortnight later is not a minor scheduling issue, it is a breach of section 166.
Uploading the wrong document. A board resolution is not a members’ special resolution. What Bizfile wants is the resolution by which the members resolved that the company be wound up voluntarily.
Assuming the filing ends the company’s obligations. It does not. A company being wound up must add the words “in liquidation” after its name where the name first appears on invoices, orders, business letters, order forms, other correspondence and on its website. Default carries a fine not exceeding $10,000 and a default penalty.
Frequently asked questions
Is the notice of resolution compulsory?
Yes. Unlike the declaration of inability to continue, which you may skip, the notice of resolution is a required filing in a creditors’ voluntary winding up. If you did not file the declaration, this is the first of the two required filings, followed by the appointment of the liquidator.
What does it cost?
The Bizfile filing is free and processed immediately. The costs sit around it: the Gazette and newspaper advertisements, the corporate secretarial work on the notices and the statement of creditors, and the insolvency practitioner’s fees once appointed.
What majority do the members need?
A special resolution, unless your constitution fixed a duration or a dissolution event that has now occurred, in which case an ordinary resolution in general meeting requiring a voluntary winding up is enough. In practice, treat it as a special resolution and follow the notice requirements in your constitution and the Companies Act 1967.
Can the company keep trading after the resolution?
No, other than as the liquidator considers required for a beneficial winding up. The company must cease to carry on business from the commencement of the winding up. The corporate entity survives until dissolution, but it is not a trading business any more.
What happens if we file late?
The company and every officer in default are each guilty of an offence, liable on conviction to a fine not exceeding $5,000 and also to a default penalty. Filing late is better than not filing, and the right course is to file immediately and place the advertisements at once rather than waiting for advice.
The part that is easy to hand over
The resolution itself is a board and shareholder decision. Everything attached to it is process: the notice periods, the simultaneous service on creditors, the statement of claims, the Gazette submission, the newspaper booking, the Bizfile lodgement inside seven days.
Raffles Corporate Services runs that process alongside the licensed insolvency practitioner, so the dates hold and the filings land in the right order. If a winding up is on your board agenda for the next quarter, the useful conversation happens before the resolution, not after it. Our note on the Simplified Insolvency Programme is also worth reading first if the company is small.
You can reach us through Raffles Corporate Services, or read more on Singapore corporate secretarial practice at Singapore Secretary Services.
The Editorial Team, Raffles Corporate Services
Need help with corporate secretarial or compliance matters?
If you would like help with your company's corporate secretarial, governance or compliance requirements, email [email protected] or WhatsApp +65 8501 7133.
Our team can assist with corporate secretarial, accounting and tax matters. Where legal advice is needed, advisers from our associated law firms can assist.