Filing a Winding Up Petition in Singapore High Court: Procedure and Costs

When a Singapore company faces insurmountable debt or a fundamental breakdown in its ability to operate, a winding up petition filed in the General Division of the Singapore High Court may be the final legal mechanism to bring the company’s affairs to a close. This article explains who can file, the step-by-step procedure, the official fees payable, and what happens after the court makes a winding up order.

A winding up petition is a formal court application — typically brought by a creditor — asking the Singapore High Court to order the compulsory dissolution of a company. Once a winding up order is made, a court-appointed liquidator takes over all company assets, pays creditors in the statutory order of priority, and ultimately deregisters the company with ACRA.

Compulsory winding up under the Companies Act 1967 (Cap. 50) is distinct from:

• Members’ voluntary winding up — initiated by a solvent company’s shareholders when they resolve to cease business.
• Creditors’ voluntary winding up — initiated by an insolvent company’s shareholders and creditors jointly.
• Striking off — an administrative process by ACRA for defunct companies with no assets or liabilities.

Proper governance throughout a company’s life — including well-drafted board resolutions and clear records — will assist any subsequent liquidation proceedings and reduce costs significantly.

Section 125 of the Companies Act sets out the grounds on which the court may order a compulsory winding up. The most commonly invoked grounds are:

This is by far the most common ground. A company is deemed unable to pay its debts if:

• A creditor owed more than S$15,000 has served a statutory demand and the company has failed to pay, compound, or secure the debt within 21 days; or
• A judgment debt has been returned unsatisfied in whole or in part by the Sheriff; or
• It is proved to the court’s satisfaction that the company cannot pay its debts as they fall due (the commercial insolvency test); or
• The company’s liabilities exceed its assets (the balance sheet insolvency test).

The court has broad equitable jurisdiction to wind up a company where it is just and equitable to do so. This ground is commonly relied upon in quasi-partnership companies where there has been a deadlock between shareholders, loss of mutual trust and confidence, or exclusion of a member from management. Directors facing such disputes should understand their directors’ duties and potential personal liability in this context.

Less frequently used grounds include: the company has by special resolution resolved to be wound up by the court; the company has not commenced business within a year of incorporation; the number of members has fallen below the statutory minimum; or the company has carried on a prohibited or unlawful business.

Under s.124 of the Companies Act, the following parties have locus standi to present a winding up petition:

• A creditor — including a contingent or prospective creditor (with leave of court)
• A contributory (shareholder or past member)
• The company itself — by way of a special resolution
• The Minister for Finance — in prescribed circumstances involving public interest
• The Official Receiver
• A liquidator — where the company is in existing voluntary winding up proceedings

In practice, the overwhelming majority of compulsory winding up petitions in Singapore are brought by trade creditors, banks, and landlords who have been unable to recover debts through other means. Singapore companies must maintain proper PDPA-compliant records throughout their operations; see our guide on PDPA compliance obligations for directors.

Before filing a petition on the ground of inability to pay debts, a creditor must first serve a statutory demand on the company:

• The demand must be in the prescribed form under the Companies (Winding Up) Rules and must specify the exact sum owed (minimum S$15,000 as amended by the COVID-19 Temporary Measures Act).
• It must be served personally on the company at its registered office, or as the court otherwise directs.
• The company has 21 days from service to: pay the debt in full; compound the debt to the creditor’s reasonable satisfaction; or apply to court to set aside the demand.
• If the company does nothing within 21 days, it is statutorily deemed unable to pay its debts, and the petitioner may proceed to file.

A statutory demand is not required where the petitioner is relying on an unsatisfied judgment, the just and equitable ground, or has been given leave to present a petition as a contingent creditor.

Confirm that the 21-day statutory demand period has expired without payment, that a judgment remains unsatisfied, or that another ground under s.125(1) applies. Gather all supporting documents: invoices, delivery orders, contracts, email correspondence, bank statements showing non-payment, and the returned Sheriff’s writ where applicable.

Since the Rules of Court 2021 came into force on 1 April 2022, winding up proceedings are commenced by Originating Application (previously Originating Summons under the old Rules). The application is supported by a verifying affidavit from the petitioning creditor (or its authorised representative) confirming the facts relied upon.

Key documents to be filed in the General Division of the High Court at the Supreme Court Building, 1 Supreme Court Lane, Singapore 178879:

• Originating Application (Form 61 of the Rules of Court 2021)
• Verifying affidavit deposing to the debt and the statutory demand
• Copy of the statutory demand and proof of service
• Board resolution or letter of authority if the petitioner is a corporate entity

All documents are filed electronically via the eLitigation platform of the Supreme Court of Singapore.

On filing, two categories of payment are required:

• Court filing fees under Appendix B of the Rules of Court 2021: S$330 for the first 50 pages of the Originating Application; S$3 per additional page. Affidavit: S$100 for the first 20 pages.
• Official Receiver (OR) deposit: A preliminary deposit of S$10,350 (as at 2025) must be paid to the Official Receiver at the time of filing. This deposit covers the OR’s initial expenses in taking custody of the company and investigating its affairs. If assets are subsequently realised, the deposit is applied toward the costs of the winding up.

After the petition is filed and accepted by the court, the petitioner must publish a notice of the winding up petition in the Singapore Government Gazette. This is mandatory under r.25 of the Companies (Winding Up) Rules and serves to put all creditors, members, and other interested parties on notice.

• The Gazette notice must be published at least 7 clear days before the first hearing date.
• The notice must state: the company’s name and registration number, the petitioner’s name, the nature of the application, and the hearing date and time.
• Cost of Gazette advertisement: approximately S$200–S$400 depending on the length of the notice.

The Originating Application (with all supporting documents) must be personally served on the company by leaving a copy at its registered office address as recorded with ACRA, at least 7 clear days before the first hearing.

Where the company is already in judicial management, service must also be effected on the judicial manager. The petitioner’s solicitors should also consider whether service on the company’s auditors or major secured creditors is prudent.

The petition comes before a judge of the General Division (or a Registrar exercising delegated jurisdiction). At the first hearing, the court may:

• Make a winding up order immediately — if the company does not appear and there is no opposing creditor or contributory.
• Adjourn the matter — to allow the company to contest, to give time for an offer of payment, or to allow a substitution of petitioner.
• Dismiss the petition — if the petition is defective, the debt is genuinely disputed on bona fide grounds with a reasonable probability of success, or the petitioner lacks standing.

Where the company disputes the underlying debt on bona fide grounds, the court will ordinarily not proceed to make a winding up order. A creditor whose debt is disputed should first seek summary judgment or a final judgment before presenting a winding up petition.

Upon the making of a winding up order by the court:

• The Official Receiver under the Insolvency, Restructuring and Dissolution Act 2018 (IRDA) is automatically appointed as provisional liquidator.
• All legal proceedings against the company are stayed unless the court gives leave to continue.
• Any disposition of company property made after the presentation of the petition (but before the winding up order) is void unless sanctioned by the court.
• Directors lose their powers to act on behalf of the company; the liquidator assumes full control.
• All employees are automatically dismissed, though they rank as preferential creditors for up to five months’ arrears of salary (maximum S$13,000 per employee).
• The company’s bank accounts are frozen pending the liquidator’s directions.

The Official Receiver’s Office (under the Ministry of Law) serves as the default liquidator in compulsory winding up. The OR’s functions include:

• Taking custody and control of the company’s books, assets, and property
• Requiring directors to submit a Statement of Affairs within 14 days of the winding up order
• Investigating the causes of the company’s insolvency and the conduct of its officers
• Collecting and realising assets for distribution to creditors in the order of statutory priority
• Reporting suspected offences (fraudulent trading, wrongful trading, defalcation) to CAD or ACRA
• Holding the first meeting of creditors and, where applicable, appointing a private liquidator

A private licensed insolvency practitioner may be appointed as liquidator by the court or by creditors at their first meeting, if the company has sufficient realisable assets to make private administration cost-effective. Private liquidators typically charge fees in the range of S$350–S$700 per hour, with total remuneration subject to creditor or court approval.

Where the petition succeeds and the company has realisable assets, the petitioner’s costs (including the OR deposit and solicitor fees) are recoverable as costs of the winding up, ranking ahead of unsecured creditors. Where the company is entirely asset-less, costs may not be recoverable.

Contested petitions — particularly those involving disputes as to the underlying debt, applications for judicial management, or scheme of arrangement proposals — can extend the timeline by months or years.

Before presenting a winding up petition, both creditors and company directors should consider whether alternative mechanisms better serve their interests:

Where the company is insolvent but potentially viable as a going concern, a judicial manager may be appointed to restructure the business and achieve a better outcome for creditors than immediate liquidation. An application for judicial management automatically imposes a moratorium on winding up proceedings.

A company and its creditors may agree a restructuring plan under court supervision. Where approved by the requisite majority (75% in value of creditors present and voting at the scheme meeting) and sanctioned by the court, the scheme binds all creditors in the relevant class.

Where the directors and shareholders accept insolvency and creditors agree, a creditors’ voluntary winding up under s.290 of the Companies Act is generally faster and less costly than compulsory winding up, and avoids the adversarial nature of court proceedings.

Where a dormant company has no outstanding liabilities, no pending litigation, and all members agree, an application to ACRA to strike off the company under s.344 of the Companies Act is the simplest and most cost-effective route. See our guide on striking off vs winding up in Singapore.

• Companies Act 1967 (Cap. 50) — ss.124–132 and ss.344–350
• Insolvency, Restructuring and Dissolution Act 2018
• Official Receiver — Corporate Insolvency (Ministry of Law)
• Supreme Court of Singapore — General Division
• ACRA — Company Deregistration and Winding Up

Whether you are a creditor seeking to recover a debt through court proceedings, a director facing insolvency, or a company looking to close properly and compliantly, our team at Raffles Corporate Services can advise on the right approach — from voluntary striking off to supporting your lawyers through compulsory winding up proceedings.

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— The Editorial Team, Raffles Corporate Services