Winding Up a Foreign Company in Singapore: Who Gets a Say? Lessons From the Alsen Chance and Brazen Sky Applications [2026] SGHC 61

When a Singapore bank is named as the target of a liquidator’s claim, it expects to defend that claim on its merits, in due course, with a lawyer of its choosing. What it does not expect is to be shut out of the very court application that sets that claim in motion. Yet that is precisely what happened to two banks in a recent Singapore High Court decision that every business owner or director dealing with a foreign counterparty in financial difficulty should understand.

The case arose from four related applications by companies incorporated in the British Virgin Islands (“BVI“), each already in liquidation there, to be wound up a second time in Singapore. The purpose was not to realise Singapore assets in the ordinary sense, but to let the companies’ Singapore liquidators sue two banks, Standard Chartered Bank (Singapore) Ltd (“SCB“) and BSI Bank Ltd (“BSI“), and a former BSI banker, over transactions predating Singapore’s adoption of the UNCITRAL Model Law on Cross-Border Insolvency. The banks tried to participate in the winding-up hearings themselves. The court said no.

The result is a clear statement of a rule that catches many business owners by surprise: a person who is not the company, a creditor, a contributory, the Official Receiver or the proposed liquidator generally has no right to be heard on a winding-up application, even where the point of that application is to enable a claim against them. This article explains the statutory basis for winding up a foreign company in Singapore, who is entitled to be heard, what happened in this case, and what it means for anyone dealing with a foreign counterparty that could end up in a Singapore liquidation.

1. The Legal Basis: Winding Up a Foreign Company in Singapore

A foreign, unregistered company can be wound up in Singapore under Part 10 of the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA“). Section 246 IRDA extends the ordinary winding-up regime to an unregistered or foreign company, subject to modifications. Critically, section 246(1)(d) IRDA requires the court to be satisfied that the foreign company has a “substantial connection with Singapore” before it will assume jurisdiction, having regard to matters set out in section 246(3) IRDA such as where the company carries on business, where its assets sit and where its disputes are typically resolved.

Standing to bring the application at all is governed by section 124 IRDA. A contingent or prospective creditor may apply, but only with the leave of the court under section 124(2) IRDA, a deliberate safeguard given how serious the consequences of a winding-up order are.

The reason four BVI companies wanted to be wound up here at all was to clear a path for their Singapore liquidators to bring avoidance claims under sections 238 and 239 IRDA, part of the wider suite of vulnerable-transaction provisions that let a liquidator unwind pre-liquidation dealings for creditors’ benefit. Ordinarily, a foreign representative recognised under Singapore’s Model Law regime, adopted by section 252 and the Third Schedule of the IRDA, can apply directly to pursue such claims without a separate Singapore winding up. But Article 23(9) of the Model Law blocks that route for transactions entered into before the Model Law came into force here, which was exactly the position these companies were in.

2. Who Is Affected: The Rules on Standing to Be Heard

Singapore law draws a firm line around who may appear and be heard on a winding-up application. The starting point, confirmed in Ang Chek Chin v ANS Import & Export Pte Ltd [2020] 5 SLR 1002 (“Ang Chek Chin“), is that only the company, a creditor, a contributory, the Official Receiver or the proposed liquidator (the “Accepted Class“) has the right to appear and be heard. This is not an absolute rule, but departures from it are rare.

A “contingent creditor” falls within the Accepted Class, but the term has a precise meaning. Following Re People’s Parkway Development Pte Ltd [1991] 2 SLR(R) 567, a contingent creditor is someone towards whom, under an existing obligation, the company may or will become subject to a present liability on the happening of some future event. An obligation disputed in its entirety, rather than merely contingent on a future event, is not a contingent liability at all.

There is also a narrow common law exception from the Privy Council decision of PricewaterhouseCoopers v Saad Investments Co Ltd [2014] 1 WLR 4482, the “sole direct target” exception. It allows a stranger to the winding up to be heard where the application is brought for the sole purpose of obtaining relief against that specific person and where denying a hearing would amount to a denial of natural justice. Singapore courts, including in Ang Chek Chin, treat this as genuinely exceptional rather than a general licence for anyone with a commercial interest in the outcome to intervene.

3. What Happened: The Alsen Chance and Brazen Sky Applications

The decision at the centre of this article is Re Alsen Chance Holdings Ltd (in liquidation) (Standard Chartered Bank (Singapore) Ltd, non-party) and other matters [2026] SGHC 61 (“Alsen Chance“) (unreported at time of writing), heard by Aidan Xu J in the General Division of the High Court across Companies Winding Up Nos 453, 454, 456 and 457 of 2025, with the hearing on 2 February 2026 and judgment reserved to 19 March 2026.

The four applicants, Alsen Chance Holdings Ltd, Brightstone Jewellery Ltd, Brazen Sky Ltd and Blackstone Asia Real Estate Partners Ltd, were all companies already in liquidation in the BVI. Brazen Sky and Blackstone Asia have previously featured in high-profile Singapore asset-tracing litigation, though that history was not the subject of this ruling. Each applicant had earlier obtained recognition of its BVI liquidation in Singapore under the Model Law, then tried and failed to obtain standing as a recognised foreign representative to pursue avoidance claims against the banks over pre-2020 transactions. That attempt was dismissed in Re Blackstone Asia Real Estate Partners Ltd [2025] SGHC 191 (unreported at time of writing) (the “Model Law Judgment“), where the same judge held that Article 23(9) of the Model Law bars a foreign representative from bringing avoidance claims over transactions predating the Model Law’s commencement here. The Court of Appeal dismissed the companies’ appeal in Blackstone Asia Real Estate Partners Ltd v Standard Chartered Bank (Singapore) Ltd [2026] SGCA 12 (unreported at time of writing), awarding SCB and BSI costs of S$25,000 each.

Rather than stop there, the four companies filed fresh applications to be wound up in Singapore in their own right, so their Singapore-appointed liquidators, rather than their BVI foreign representatives, could bring the same avoidance claims directly. SCB (named in three of the four applications) and BSI together with Mr Hans Peter Brunner, a former BSI banker (named in the Brazen Sky application), objected to being shut out and sought to participate in the winding-up hearings themselves.

The court rejected their bid on two grounds. First, on contingent creditor status: the possibility of an adverse costs order in the companies’ ongoing litigation with the banks was not a contingent liability. Preferring the Singapore approach in Lim Siew Soo v Sembawang Engineers and Constructors Pte Ltd [2021] 4 SLR 556 over the UK Supreme Court’s contrary reasoning in In re Nortel GmbH [2013] 3 WLR 504, the judge held that a liability to pay costs arises only when a court exercises its discretion to award them, not from the mere commencement of litigation. BSI’s separate argument, based on a contractual indemnity from Brazen Sky, fared slightly better in principle, since an indemnity can be a contingent liability, but failed because it was too remote and contingent on unresolved litigation to found standing.

Second, on the Saad Investments exception: even accepting the banks and Mr Brunner were the sole intended targets, the court held this was not enough. The critical distinction was that the banks would not be prejudiced by the winding-up order itself; any prejudice would only arise later, if and when the avoidance claims were actually brought. Denying a hearing at the winding-up stage was therefore not a denial of natural justice, since they would have a full opportunity to defend themselves once, and if, sued.

4. Case Summary: Key Facts and Dates

5. Practical Timeline and Cost Implications

For a Singapore business named as the intended target of a foreign company’s winding-up application, or wishing to contest its own exclusion from such a hearing, the table below gives a general sense of the time and cost involved. These figures are indicative only.

The costs of the underlying winding-up petition itself generally follow the ordinary rules, but a party fighting purely over its right to be heard, as SCB and BSI did here, bears its own separate legal spend on that preliminary skirmish, with no guarantee of recovering it even if successful.

6. What This Means Going Forward

The practical lesson is straightforward but easy to overlook: being the intended target of a winding-up application does not, by itself, give you any right to contest that application before it is granted. This matters in a few common commercial situations.

Banks and financial institutions dealing with foreign clients that later enter liquidation overseas should understand that a Singapore winding up of that same client, brought specifically to enable a claim against the bank, is unlikely to be something the bank can resist at the winding-up stage itself. The proper battleground is the eventual claim, not the liquidation gateway that precedes it. More generally, a Singapore counterparty engaged in ongoing litigation with a foreign company should not assume the mere risk of a costs order makes it a “contingent creditor” with standing to intervene in a separate winding-up; that risk crystallises only when a court actually orders costs.

Where a company is genuinely in financial difficulty but has a viable business worth preserving, judicial management under the IRDA remains a materially different and, for some stakeholders, more constructive process than a straight winding up, since it is aimed at rescue rather than liquidation and the pursuit of past transactions.

More broadly, this case is a reminder that Singapore’s insolvency courts take a disciplined, narrow view of who gets a say in a winding-up application. The first court hearing of a winding-up application is generally reserved for the company, its creditors, its contributories, the Official Receiver and the proposed liquidator. Anyone else hoping to be heard needs something close to the exceptional circumstances in Saad Investments, not merely a commercial interest in the outcome.

7. Frequently Asked Questions

Can a foreign company really be wound up in Singapore if it is already being liquidated overseas?

Yes. Section 246 IRDA allows a foreign or unregistered company to be wound up in Singapore provided the court is satisfied it has a substantial connection with Singapore under section 246(1)(d) IRDA. A prior or concurrent liquidation overseas does not prevent this.

If I am the intended defendant of a future lawsuit, can I stop the company being wound up in Singapore?

Generally, no, unless you fall within the Accepted Class (the company, a creditor, a contributory, the Official Receiver or the proposed liquidator) or can bring yourself within the narrow “sole direct target” exception in Saad Investments. As Alsen Chance shows, being the intended target of a future claim is not, on its own, enough.

Does the risk of an adverse costs order in ongoing litigation make me a contingent creditor?

Not under current Singapore law. Following Lim Siew Soo, a liability for costs arises only when a court actually exercises its discretion to award them, not from the mere commencement of litigation. See also our article on non-party costs orders in Singapore litigation on who can be made personally liable for costs.

What are “avoidance claims” under sections 238 and 239 IRDA?

They are claims a liquidator can bring over certain pre-liquidation dealings. In Alsen Chance, the applicants wanted their Singapore liquidators, rather than their BVI foreign representatives, to bring these claims directly, since Article 23(9) of the Model Law barred the foreign representative route for pre-2020 transactions.

Where can I find the statutes and case law referred to in this article?

The full text of the IRDA is available on Singapore Statutes Online, and Supreme Court judgments are available at elitigation.sg. Readers wanting a plain-English introduction to Singapore procedure before speaking to a solicitor may also find justfollowlaw.com a useful starting point.

Need Help With This Matter?

If your company is facing this situation, Raffles Corporate Services can assist with the groundwork, ACRA filings, compliance documentation, and coordinating with experienced Singapore law firms. For matters requiring court proceedings, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.

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This article is for general information only and does not constitute legal advice. For advice specific to your situation, please consult a qualified Singapore Advocate and Solicitor.

The Editorial Team, Raffles Corporate Services