In March 2026, Singapore’s Court of Appeal handed down a judgment that every shareholder in a deadlocked private company should read before, not after, filing a winding up application. In Gan Yuan Hong v Siow Chee Wee and another [2026] SGCA 8, a majority shareholder who held 60% of a profitable company tried to have it wound up on the “just and equitable” ground, arguing that his relationship with the 40% shareholder had broken down beyond repair. The Court of Appeal dismissed the appeal and ordered him to pay $30,000 in costs.
The case is a useful lesson in exactly what this remedy is for, and, just as importantly, what it is not for. This article explains the just and equitable winding up jurisdiction under Singapore law: the legal basis, who can apply, the court process from originating application to liquidator’s appointment, the documents involved, realistic timelines and costs, and what happens once an order is made.
What “Just and Equitable” Winding Up Actually Is
Most people associate “winding up” with insolvency: a company that cannot pay its debts is liquidated at a creditor’s request. Just and equitable winding up is a different animal entirely. It is a court order dissolving a company that may be perfectly solvent, even profitable, because the relationship between the people running it has broken down to the point where it is no longer fair to keep the company alive in its current form.
The paradigm case is the “quasi-partnership”: two or three people go into business together on the basis of mutual trust, informal understandings about how the company will be run, and an expectation that each will have a say in management, even though the company is formally incorporated with a constitution that says nothing about any of this. When that trust collapses, and there is no other way for a shareholder to exit or resolve the impasse, the court may step in and dissolve the company.
This is a drastic remedy. It ends the company’s existence altogether, unlike an oppression claim under section 216 of the Companies Act 1967, which can result in more targeted relief such as a share buy-out. Gan Yuan Hong confirms that Singapore courts treat winding up as a remedy of last resort, not a convenient way for a majority shareholder to escape a management dispute they have the power to fix themselves.
The Legal Basis: Section 125(1)(i) of the IRDA
The just and equitable ground used to sit in the Companies Act. It does not anymore. Since the Insolvency, Restructuring and Dissolution Act 2018 (IRDA) consolidated Singapore’s corporate insolvency and winding up law, the ground is found in section 125(1)(i) of the IRDA, which empowers the General Division of the High Court to wind up a company if it is of the opinion that it is just and equitable to do so.
This was expressly confirmed by the Court of Appeal in Gan Yuan Hong v Siow Chee Wee and another [2026] SGCA 8, which described “the just and equitable winding up jurisdiction under section 125(1)(i)” as the operative provision, upholding the High Court’s earlier decision in the same matter, Gan Yuan Hong v LMO Consulting Pte Ltd [2025] SGHC 171.
Section 125 as a whole sets out the full list of grounds on which the court may wind up a company, ranging from inability to pay debts to failure to commence business. The just and equitable ground is deliberately broad in wording, but the courts have narrowed it in practice through decades of case law. The Court of Appeal in Gan Yuan Hong reaffirmed that “the notion of unfairness is the foundation of the court’s jurisdiction” to wind up a company on this ground, citing Perennial (Capitol) Pte Ltd v Capitol Investment Holdings Pte Ltd [2018] 1 SLR 763. A shareholder who simply dislikes their co-shareholder, or who could resolve the problem through ordinary corporate machinery such as transferring shares, will not succeed.
Company owners who are also weighing a director’s personal exposure in a dispute like this should also read our companion piece on director personal liability in Singapore, since a winding up application often runs alongside separate claims against individual directors.
Who Can Apply
Under section 124 of the IRDA (read with section 125), the parties who may apply to the court to wind up a company compulsorily include:
- A contributory, essentially a shareholder or member of the company, who is the usual applicant in a just and equitable case;
- The company itself, acting through a board resolution, though this is unusual in a deadlock scenario precisely because the board may itself be deadlocked;
- Any director of the company;
- A creditor, though creditors more commonly rely on the inability-to-pay-debts ground rather than the just and equitable ground;
- A liquidator or judicial manager already appointed over the company; and
- In limited circumstances, the Monetary Authority of Singapore (for a company in the banking business) or a Minister on specified grounds.
Gan Yuan Hong is a good illustration of why the identity of the applicant matters. The appellant was a 60% majority shareholder and the sole executive director. The Court of Appeal held that because he controlled the majority of the votes and could freely sell his shares (the company’s constitution had no pre-emption restrictions), he had a viable exit and no genuine unfairness had been shown. A minority shareholder locked into a company with transfer restrictions and no realistic buyer is in a materially different, and generally much stronger, position to bring this application. See our companion piece on what each shareholding percentage actually controls for how voting power interacts with this analysis.
Step-by-Step: How the Application Proceeds
A compulsory winding up application, including one on the just and equitable ground, follows a fixed sequence set out in the Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules and is heard by the General Division of the High Court.
- Pay the Official Receiver’s deposit. The applicant must first pay a deposit (currently $10,400) to the Official Receiver via MinLaw’s e-services, which covers the initial costs of administration if a winding up order is made.
- File the Originating Application. This is filed via eLitigation, using Form CIR-11 if the company itself is applying, or Form CIR-12 if any other party (a shareholder, director or creditor) is applying. The Official Receiver’s payment receipt is attached to the application.
- File a supporting affidavit. The affidavit sets out the facts: the applicant’s standing (their shareholding or role), the company’s history, the specific events showing deadlock or breakdown of trust, and why winding up rather than some lesser remedy is appropriate.
- Serve the application. Where the company is the defendant, the application must be served on the company at least 7 days before the hearing, and on the Official Receiver and any nominated liquidator. An Affidavit of Service (Form CIR-13 or CIR-14) must then be filed at least 5 days before the hearing.
- Advertise the application. At least 7 days before the hearing, the applicant must advertise the winding up application in an English local daily newspaper and gazette it in the Government Gazette, so that creditors, contributories and other interested parties are on notice.
- Any party may respond. A party wishing to support or oppose the application must serve a Notice of Intention to Appear (Form CIR-15) and, if opposing, file an affidavit in opposition at least 5 days before the hearing.
- The hearing. Winding up applications are typically heard in open court before a Judge of the General Division of the High Court, usually on a fixed hearing day each week. The judge may make a winding up order, dismiss the application, or adjourn for further evidence.
- Appointment of a liquidator. If a winding up order is made, the Official Receiver becomes liquidator by default, unless a licensed insolvency practitioner has been nominated in the application and is appointed instead.
Every step in this sequence needs to be handled by a Singapore Advocate and Solicitor experienced in insolvency litigation. Raffles Corporate Services does not conduct the court proceedings itself, but where a client is heading into a dispute like this, our work on the corporate side (reviewing directors’ fiduciary duties, checking the constitution, and pulling together the statutory registers) is often what a litigator needs before they can even draft the supporting affidavit.
Documents Required
| Document | Purpose |
|---|---|
| Originating Application (Form CIR-11 or CIR-12) | Formally commences the winding up application in the General Division of the High Court |
| Supporting affidavit | Sets out the applicant’s standing, the facts of the deadlock or breakdown, and why winding up is just and equitable |
| Official Receiver’s deposit receipt | Evidence that the statutory deposit has been paid, attached to the Originating Application |
| Company’s constitution | Shows whether pre-emption rights, quorum requirements or exit mechanisms exist, all central to the “unfairness” analysis |
| Register of members and register of directors | Establishes the applicant’s shareholding and standing as a contributory or director |
| Correspondence and minutes evidencing the breakdown | Board minutes, EGM notices, emails and letters showing the loss of mutual trust, deadlock or failed buyout negotiations |
| Latest financial statements | Shows whether the company is solvent, going-concern and profitable, relevant to how the court weighs the drastic step of dissolution |
| Affidavit of Service (Form CIR-13 or CIR-14) | Confirms the application and supporting documents were properly served |
| Notice of Intention to Appear (Form CIR-15) | Filed by any party who wishes to support or oppose the application at the hearing |
Timeline and Costs
These figures are indicative only. Actual timelines and costs vary considerably depending on whether the application is contested, how complex the company’s affairs are, and whether an appeal follows.
| Stage | Indicative timeline |
|---|---|
| Preparing and filing the Originating Application and affidavit | 2 to 6 weeks, depending on how much fact-gathering is needed |
| Service, advertisement and gazetting | At least 7 days before the hearing (statutory minimum) |
| First hearing listed by the court | Usually within about 4 weeks of filing |
| Uncontested application to winding up order | Roughly 2 to 4 months from filing |
| Contested application (with opposing affidavits and possibly cross-examination) | 6 months to over a year, longer again if appealed to the Court of Appeal |
| Liquidation process after the order (asset realisation, creditor adjudication, dissolution) | Typically 1 to 3 years, depending on the complexity of the company’s assets and liabilities |
| Cost item | Indicative range |
|---|---|
| Official Receiver’s deposit | $10,400 (fixed, payable on filing) |
| Court filing fees (application, affidavits) | Roughly $75 to a few hundred dollars, depending on affidavit length |
| Legal fees, uncontested application | Roughly $15,000 to $40,000, highly dependent on the firm and complexity |
| Legal fees, contested application through to hearing | Often $50,000 to $150,000 or more, and considerably higher if it proceeds to the Court of Appeal |
| Adverse costs order if the application fails | Can run into the tens of thousands, as illustrated by the $30,000 costs order against the unsuccessful appellant in Gan Yuan Hong |
| Liquidator’s remuneration | Set by reference to time spent and the complexity of realising assets, paid out of the company’s assets |
Because costs and timelines swing so sharply between a straightforward, uncontested case and a fought one, any shareholder considering this route should get a specific quote from their litigator once the facts are known, rather than relying on averages.
What Happens After the Order
Once the court makes a winding up order, the consequences are immediate and significant:
- A liquidator is appointed, either the Official Receiver by default or a licensed insolvency practitioner nominated in the application.
- No legal action may be started or continued against the company without the court’s permission.
- Any disposal of the company’s property, or transfer of its shares, after the commencement of the winding up is void unless the court orders otherwise.
- The liquidator investigates the company’s affairs, the conduct of its officers, and the claims of creditors and contributories, then realises (sells) the company’s assets.
- Net proceeds, after paying the liquidator’s remuneration, winding up expenses and any creditors, are distributed among the shareholders according to their entitlements.
- The company is eventually formally dissolved and ceases to exist as a legal entity.
Directors do not simply walk away once the application is filed. They remain under statutory duties, including cooperating with the liquidator’s investigations and, in some cases, facing separate scrutiny of past conduct such as related party dealings. Our guide on director conflicts of interest and related party transactions is worth reading alongside this one, since diversion of business to a related entity, as was alleged (though not ultimately determinative) in Gan Yuan Hong, is exactly the kind of conduct a liquidator or the other shareholder may scrutinise once proceedings are underway.
Frequently Asked Questions
Can just and equitable winding up be sought if the company is profitable?
Yes, in principle. The company’s solvency is not a bar. In fact, Gan Yuan Hong concerned a profitable, going-concern company. But profitability makes the court more reluctant to order dissolution, and it will look closely at whether some less drastic remedy, such as a share transfer or buy-out, is available before it agrees to end a viable business.
What is the difference between this and an oppression remedy under section 216?
Just and equitable winding up under section 125(1)(i) IRDA ends the company altogether. An oppression claim under section 216 of the Companies Act 1967 targets specific conduct that is oppressive to, or unfairly disregards the interests of, a shareholder, and can result in a range of remedies short of dissolution, most commonly an order that one party buy out the other’s shares. Courts generally prefer the section 216 route where a targeted remedy can resolve the dispute without destroying the company.
Can the court order a buy-out instead of winding up?
Yes. Where a shareholder brings a section 216 oppression claim (often pleaded alongside, or as an alternative to, a winding up application), the court has wide powers to instead order that the oppressed shareholder’s shares be purchased by the company or the other shareholders, at a price the court determines. Winding up is generally seen as the remedy of last resort, applied when no fair alternative to dissolution exists.
Does a majority shareholder have the same standing to apply as a minority shareholder?
Both may apply as contributories, but Gan Yuan Hong shows the court applies the “unfairness” test in light of what the applicant could otherwise do. A majority shareholder who can pass resolutions, appoint directors or freely sell shares will struggle to show the unfairness needed, because they generally have other ways to resolve the impasse.
What is a “quasi-partnership” and why does it matter?
It describes a company that, despite its corporate form, was really run on the basis of a personal relationship of mutual trust and shared management, much like a partnership. Courts are more willing to wind up a quasi-partnership on the just and equitable ground because the parties’ legitimate expectations go beyond the strict wording of the constitution. Where no such relationship exists, as the Court of Appeal found in Gan Yuan Hong, the parties are generally bound by the ordinary terms of the constitution.
How long does the whole process take from filing to the company’s actual dissolution?
An uncontested application might reach a winding up order within a few months, but the liquidation itself, realising assets, adjudicating creditor claims and finally dissolving the company, commonly takes one to three years depending on the complexity of the company’s affairs. A contested application, especially one that goes to appeal, adds significant time before the order is even made.
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