Majority Shareholder Cannot Wind Up His Own Company: Lessons from Lim Jun Da Bryan v Interior Times (Conquest) [2026] SGHC 35

A director who owns 60% of a company’s shares, is unhappy with his co-director, and wants out of the business might assume the courts will simply let him wind the company up. A recent High Court decision shows why that assumption is wrong. In Lim Jun Da Bryan v Interior Times (Conquest) Pte Ltd (Koh Jia Jun and another, non-parties) [2026] SGHC 35, Philip Jeyaretnam J dismissed a winding up application brought by a majority shareholder against his own company, on all three grounds relied upon. For business owners in joint ventures, family companies, and two-director set-ups, the judgment is essential reading on when the courts will (and will not) allow a shareholder to bring the company to an end.

1. What the Application Was: Winding Up on Insolvency, Unfair Conduct and Just and Equitable Grounds

Mr Bryan Lim Jun Da (“Mr Lim”), who held 60% of the shares and was one of two directors of Interior Times (Conquest) Pte Ltd (“Interior Times”), an interior design company he had co-founded with Mr Koh Jia Jun (“Mr Koh”, the other director and 40% shareholder), applied to the High Court to wind up the company. Mr Lim relied on three grounds under section 125 of the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA”):

• That Interior Times was unable to pay its debts (the insolvency ground);
• That Mr Koh, as the other director, had acted in his own interests or in an unfair and unjust manner towards Mr Lim as a member (the unfair conduct ground); and
• That, in any event, it was just and equitable to wind up the company because of a deadlock and a breakdown of trust and confidence between the two men (the just and equitable ground).

By mid-2025, the personal relationship between Mr Lim and Mr Koh had broken down, and Mr Koh had begun working on a separate interior design business. Interior Times effectively stopped trading. Mr Lim then sought to have the company wound up entirely, rather than pursuing any of the alternative remedies available to him as majority shareholder. For how a winding up petition differs from other shareholder remedies, see our article on just and equitable winding up versus section 216 oppression.

2. The Legal Basis: IRDA Section 125(1)(e), (f) and (i)

Section 125(1) of the Insolvency, Restructuring and Dissolution Act 2018 sets out the grounds on which the court may order a company wound up. The three grounds in play here were:

• Section 125(1)(e): that the company is unable to pay its debts, with section 125(2) elaborating the circumstances in which inability to pay debts is established;
• Section 125(1)(f): that the directors have acted in the affairs of the company in their own interests rather than in the interests of the members as a whole, or in any other manner which appears to be unfair or unjust to other members; and
• Section 125(1)(i): that it is just and equitable that the company be wound up.

The Cash Flow Test for Insolvency

The judge applied the cash flow test confirmed by the Court of Appeal in Sun Electric Power Pte Ltd v RCMA Asia Pte Ltd [2021] 2 SLR 478, which asks whether the company’s current assets exceed its current liabilities such that it can meet its debts as and when they fall due, having regard to assets realisable in the reasonably near future. Relevant factors include the quantum and age of unpaid debts, whether creditors are demanding payment, realisable assets, likely future cash flow, and any lender or shareholder arrangements that could cover a shortfall. The test looks at the company’s overall financial position, not merely a snapshot of its bank balance.

Section 182 of the Companies Act on Quorum

The judgment also touched on section 182 of the Companies Act 1967, which allows the court to dispense with the quorum requirement for a meeting where a quorum is impracticable to obtain in the ordinary way. The judge noted that even if Mr Lim could not otherwise convene a properly constituted board or general meeting because Mr Koh refused to attend, section 182 provided a route to break any such deadlock, reinforcing the point that a majority shareholder always has a way forward short of winding up.

3. Who Can Apply for Winding Up (and Why a Majority Shareholder Is Different)

Under the IRDA, an application to wind up a company on section 125 grounds may be brought by the company itself, a creditor, a contributory (broadly, a shareholder), or the Minister in certain public interest cases. A contributory does not need to hold a minority stake, and a majority shareholder and director is entitled in principle to apply. That is exactly the position Mr Lim was in: 60% of the shares and a seat on a two-person board.

This is precisely why the case is instructive. Winding up on the just and equitable ground, and the related unfair conduct ground, exist to protect a shareholder who is genuinely powerless to fix the situation through ordinary corporate mechanisms, typically a minority shareholder frozen out of decision-making. A majority shareholder who can, through his own votes, remove a fellow director or reconstitute the board is in a fundamentally different position. As Philip Jeyaretnam J put it, Mr Lim retained the voting power to change the board to one in which he had trust and confidence, and so could not credibly claim to be locked into a company he no longer controlled. Companies weighing whether a winding up application or an oppression claim is the more appropriate route should read our comparison of the oppression remedy under section 216 alongside this judgment.

4. Step-by-Step Process: How a Section 125 Application Is Brought and Heard

The procedural history illustrates how a section 125 winding up application actually proceeds through the Singapore courts.

1. Filing the originating application. Mr Lim filed Companies Winding Up No 462 of 2025, naming Interior Times as respondent, supported by his first affidavit setting out the grounds relied upon.
2. Notice to interested parties. Mr Koh and Mdm Ong Tee Hong (a significant creditor holding a default judgment against the company, and also Mr Lim’s mother) were joined as non-parties and permitted to be heard.
3. Exchange of affidavits. Mr Koh filed an affidavit in response, and Mr Lim filed a second affidavit in reply.
4. Listing on the general bulk list. The matter was heard on the General Division of the High Court’s general bulk list, the standard listing track for winding up and related insolvency applications.
5. Adjournment application at the hearing. Mr Koh’s counsel sought an adjournment to file a further affidavit and noted that Mdm Ong’s affidavit had not yet been served on him. The judge stood the matter down for 30 minutes so counsel could read it, then dismissed the adjournment application as the further points did not go to the heart of the issues and could have been raised earlier.
6. Hearing and submissions. Having refused the adjournment, the judge heard full submissions from all represented parties that same afternoon.
7. Grounds of decision and appeal. The judge dismissed the application on 23 January 2026. Mr Lim appealed on 28 January 2026, prompting release of written grounds on 13 February 2026.

A winding up application is rarely resolved on the papers alone. Interlocutory skirmishes over adjournments, late affidavits and disputed translations, as arose here, can materially affect how the substantive grounds are assessed. Companies preparing for a contested hearing should also understand the proper handoff from corporate secretarial groundwork to litigation counsel; see our note on the CSP-to-counsel handoff for court applications.

5. Documents Required for a Section 125 Winding Up Application

The table below sets out the core documents typically required, illustrated by what actually featured (or was missing) in this case.

The certified translation requirement is easy to overlook but can be fatal to an application, as this case demonstrates. Directors preparing foreign-language evidence should budget for a properly certified translation, not a machine-generated one.

6. Timeline and Costs

The $12,000 costs order reflects a contained, single-day contested hearing with two non-parties represented. Costs can rise substantially where an application proceeds to a multi-day trial with cross-examination, or where an appeal follows, as is expected here.

7. What Happens After the Order: A Dismissed Application

Because the application was dismissed on all three grounds, Interior Times remains a going concern and Mr Lim remains a 60% shareholder and director. Practically, this means:

• The status quo continues. No liquidator is appointed, and the company’s assets, contracts and obligations are unaffected.
• Alternative remedies remain open to Mr Lim. He can call a general meeting to remove Mr Koh from the board, appoint additional directors, and, once he controls a board he trusts, cause the company to pursue Mr Koh for any breach of fiduciary duty in its own name.
• Mr Koh’s own application survives. Separately, Mr Koh had applied under section 216A of the Companies Act 1967 for permission to bring a derivative action to set aside the default judgment obtained by Mdm Ong, a matter the judge described as not without merit.
• The matter is under appeal. Mr Lim filed a notice of appeal on 28 January 2026, so the appellate court may yet revisit the findings on insolvency, unfair conduct, and just and equitable grounds.
• Costs are payable regardless. The $12,000 costs order stands unless and until it is varied on appeal.

For companies facing a genuine breakdown between co-founders, this case confirms that winding up is a remedy of last resort, and that shareholders with voting control are expected to exhaust ordinary governance mechanisms first. Our articles on removal of a director and mutual trust and confidence in just and equitable winding up set out those alternatives in more detail, alongside our commentary on Gan Yuan Hong v Siow Chee Wee [2026] SGCA 8.

8. Frequently Asked Questions

Can a majority shareholder wind up their own company?

Yes, in principle. Any contributory, including a majority shareholder, may apply under section 125 of the IRDA. However, as this case shows, a majority shareholder who controls the board through voting power will find it very difficult to succeed on the unfair conduct or just and equitable grounds, because the court expects them to use that power to fix the problem rather than end the company.

What is the cash flow test for insolvency?

Confirmed in Sun Electric Power Pte Ltd v RCMA Asia Pte Ltd [2021] 2 SLR 478, it asks whether a company’s current assets exceed its current liabilities such that it can meet its debts as and when due, taking into account assets realisable in the reasonably near future and any borrowing arrangements available to it. A low cash balance alone does not establish insolvency if other realisable assets or arrangements can cover the shortfall.

What is loss of substratum in a just and equitable winding up?

A company’s substratum is the main object or business it was formed to carry on. Loss of substratum arises where that object can no longer be achieved, such as where the company is dormant and financially unviable. Here the judge found no loss of substratum, since the interior design business could still take on new projects and Mr Koh intended to keep servicing the debts.

Why does using Google Translate for court documents matter?

Order 3 Rule 7 of the Rules of Court 2021 requires that any document used in court that is not in English be accompanied by a certified translation. Machine translation tools such as Google Translate do not satisfy this requirement, as confirmed in Affert Resources Pte Ltd v Industries Chimiques du Senegal [2024] 4 SLR 258. Evidence presented without proper certified translation may be given little or no weight.

What alternatives does a majority shareholder have instead of winding up?

A majority shareholder who controls the board can call a general meeting to remove a fellow director or appoint additional directors, seek court dispensation of quorum under section 182 of the Companies Act 1967 if needed, and then cause the company to pursue any director who has breached fiduciary duties. These remedies are generally faster and cheaper than a contested winding up application.

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