Filing the Notice of Resolution for a Voluntary Winding Up

The notice of resolution is the second of three Bizfile filings in a members’ or partners’ voluntary winding up, it is free, and it is processed immediately. It is also the filing that records the moment the winding up actually commenced, which is why the date you key in matters more than anything else on the screen.

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.

That is the thing most people miss. The declaration of solvency was a precondition. The appointment of the liquidator comes later. But the resolution itself is the event: from the moment the members pass it, the company must stop carrying on business except so far as the liquidator considers necessary for a beneficial winding up, and share transfers become void without the liquidator’s sanction.

So this filing is a record of something legally significant that has already happened. Here is how to get it right, and what has to happen outside Bizfile in the days immediately afterwards.

What you are filing, and why the date matters

In a solvent close, the members of a local company pass a special resolution to wind the company up voluntarily. Under section 161(6) of the Insolvency, Restructuring and Dissolution Act 2018, where no provisional liquidator has been appointed, the voluntary winding up commences at the time the resolution is passed. For an LLP, the partners pass the equivalent resolution under the Limited Liability Partnerships Act 2005 regime.

Commencement is not a formality. Three consequences follow immediately:

• The company must cease business. Section 162(1) of the IRDA requires it, except so far as the liquidator considers necessary for the beneficial winding up of the company. The corporate existence and the powers of the company continue until it is dissolved, but the trading stops.
• Share transfers become void. Section 162(3) makes any transfer of shares after commencement void unless made to or with the sanction of the liquidator. Deals agreed commercially before the meeting and completed after it are a recurring and expensive problem.
• The clock starts on two statutory deadlines that Bizfile does not manage for you. More on those below.

Which is why the date of resolution you enter is not administrative detail. It fixes the commencement date, and every downstream consequence hangs off it.

Before you can file this

You must have already filed the declaration of solvency. Bizfile enforces this: the eService will not let you record a resolution for a members’ or partners’ voluntary winding up against an entity with no declaration on file. Our guide on filing the declaration of solvency covers that step and the five-week window that constrains it.

If the company cannot pay its debts in full, this is the wrong route entirely. A resolution to wind up an insolvent company takes the creditors’ voluntary winding up path, with a creditors’ meeting and a different set of filings, and the choice between that and a court-ordered winding up is a decision to take with advice rather than through a filing screen.

What to prepare

The corporate shareholder requirement catches people out. If any member of the company is itself a body corporate, Bizfile asks whether minutes were filed by a representative of the holding company, and if you answer yes, it wants the date they were signed and the document itself. Holding company structures are common in Singapore, and the person doing the filing is often not the person who chaired the meeting, so the minutes are frequently not to hand.

Get the minutes signed on the day of the meeting. Chasing a signature from an overseas parent’s authorised representative three weeks later is not a good use of anyone’s time, and it eats into the statutory deadlines running in the background.

The filing, step by step

1. Log in to Bizfile as a Business User through Corppass, and confirm the entity name and UEN on the top menu bar belong to the entity you are winding up.
2. If you are a corporate service provider, select the Corporate Service Provider tab on the profile page and pick the right firm.
3. Open the File winding up of business entity eService.
4. A pop-up will appear showing the progress of the winding up, confirming the declaration of solvency has been filed. Click Resume current process.
5. Review the declaration of solvency details carried forward onto the form. Check them. This is your last convenient chance to notice an error in the first filing.
6. Enter the date of the resolution and upload the copy of the resolution.
7. If the company has corporate shareholders, answer the minutes question, and where the answer is yes, enter the signing date and upload the minutes.
8. Click Review and confirm, read the summary, tick the declaration box and submit.

You will get an acknowledgement on screen with a link to the overview of the winding up process, and a confirmation in your Bizfile inbox. There is no fee.

The one button you must not press

The same pop-up that offers Resume current process also offers Start new process. Selecting it starts a fresh winding up and deletes everything saved so far, including your declaration of solvency.

There is no undo. If you press it, you file the declaration again, and if more than five weeks have passed since the original board meeting, you need a fresh board meeting first. Read that pop-up before clicking.

What happens outside Bizfile, and on a deadline

Filing the notice of resolution in Bizfile does not discharge the statutory obligations that attach to the resolution itself. Section 160(2) of the IRDA sets two separate requirements after a resolution for voluntary winding up is passed:

1. Lodge the resolution with the Registrar within seven days of it being passed.
2. Advertise notice of the resolution within 10 days, in the Gazette and in at least one English local daily newspaper circulating in Singapore.

Failing either is an offence, carrying a fine not exceeding $5,000 and a default penalty for the company and for every officer in default.

The newspaper advertisement is the one that gets forgotten. It costs money, it requires booking with a publication, and it feels archaic next to an instant electronic filing. It is also a statutory requirement with a criminal sanction attached, and 10 days passes quickly when the meeting was on a Friday and the person who normally handles it is on leave.

Put both dates in a diary the moment the resolution is passed, not the moment the Bizfile filing goes through. They run from the resolution, not from the submission.

What goes wrong

The resolution date is keyed as the filing date. Someone files a week after the meeting and enters today’s date because the field defaults there. The commencement date is then wrong by a week, and every consequence that flows from commencement is measured from the wrong day, including the seven-day and 10-day deadlines that have, in reality, already started running.

Business carries on after the resolution. Invoices go out, an order is accepted, a contract is signed. Section 162(1) says the company ceases business from commencement, subject to what the liquidator considers necessary for a beneficial winding up. In practice there is usually a gap of days or weeks between the resolution and the liquidator taking control, and that gap is where the problem lives. Nothing should be committed in it without the intended liquidator’s view. Directors’ duties tighten as solvency comes into question, as the Park Hotel ruling on duties to creditors sets out.

A share transfer completes after the meeting. Section 162(3) voids it unless the liquidator sanctions it. Where a shareholder was bought out as part of the wind-down plan, check whether the transfer was actually registered before the resolution or merely agreed.

The uploaded resolution is not the resolution. A draft, an unsigned copy, or a directors’ resolution where a members’ special resolution was needed. The upload is not checked at the counter. It sits on the public record as what the members resolved, and it is the document an auditor, a bank or a later liquidator will ask for.

Nobody advertised it. See above. This is the single most commonly missed step in a solvent close, and it is the easiest one to avoid.

Frequently asked questions

When does the winding up actually start?
At the time the members pass the resolution, where no provisional liquidator has been appointed. Not when you file it in Bizfile, and not when the liquidator is appointed. Section 161(6) of the IRDA fixes commencement at the resolution, and the company’s obligations change from that moment.

Do we need a special resolution or an ordinary resolution?
A voluntary winding up by members is done by special resolution, which requires a 75 per cent majority of members entitled to vote and the notice period your constitution and the Companies Act 1967 require. Check the constitution before calling the meeting, because some constitutions impose additional requirements.

What if we have a corporate shareholder?
Bizfile will ask whether minutes were filed by a representative of the holding company. If so, you upload the minutes and the date they were signed, in addition to the resolution itself. Arrange for those minutes to be signed at the meeting rather than chased afterwards.

Is there a fee for filing the notice of resolution?
No. The declaration of solvency and the notice of resolution are both free. The only fee in the three-filing sequence is $20 for the appointment of the liquidator.

Can we change our minds after passing the resolution?
Not easily, and not through a Bizfile filing. Once a voluntary winding up has commenced, unwinding it is a matter for the Court, not for the members. Treat the resolution as the point of no return and satisfy yourselves before the meeting, not after it.

Does the company stop existing when the resolution passes?
No. The company continues to exist, and its corporate powers continue, until it is dissolved at the end of the process. What changes is that it must stop carrying on business, and the liquidator takes over management once appointed.

The week after the meeting is the week that matters

Almost every problem in a solvent winding up is created in the fortnight between the resolution and the liquidator taking control. The resolution is passed, everyone feels the hard part is over, and then the seven-day lodgement slips, the advertisement never gets booked, and somebody signs one more purchase order.

Raffles Corporate Services runs that fortnight properly: the resolution drafted and passed correctly, the Bizfile filing made, the Gazette and newspaper notices booked on the day, and the liquidator appointment ready to go so the gap is short. If you are closing a solvent company or LLP, talk to us before the general meeting rather than after it. The next step in the sequence is covered in our guide on appointing a liquidator, and the practical loose ends are in our note on removing or replacing a liquidator.

The statutory wording is on Singapore Statutes Online, ACRA’s overview of winding up a local company sets out the official route, and the eService sits in Bizfile.

— The Editorial Team, Raffles Corporate Services