Most articles on just and equitable winding up in Singapore are written from the perspective of the minority shareholder: the person frozen out of management, denied dividends, or outvoted at every turn. But what happens when it is the majority shareholder who wants the company wound up, and the co-shareholder who is resisting? A recent Singapore High Court decision, Re Interior Times (Conquest) Pte Ltd [2026] SGHC 35, gives a clear and cautionary answer: holding the votes to fix the problem yourself is usually fatal to a just and equitable winding up application.

This guide unpacks that decision and uses it to explain, in practical terms, when a majority shareholder can (and far more often cannot) invoke section 125(1)(i) of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA), why the causation requirement for a “breakdown in relationship” matters so much, and what directors and shareholders should be doing long before a dispute reaches this point.

The Case: Re Interior Times (Conquest) Pte Ltd [2026] SGHC 35

Interior Times (Conquest) Pte Ltd was an interior design business incorporated in March 2021 by two co-founders. Bryan Lim Jun Da held 60 percent of the shares; Koh Jia Jun, the other director, held the remaining 40 percent. The two worked together until mid-2025, when a dispute arose after Koh began working on a separate interior design venture. Relations broke down, and in late 2025 Lim applied to the Singapore High Court to wind up the company.

Lim advanced three grounds: that the company was unable to pay its debts, that Koh had acted unfairly by preferring his own interests over the company’s, and, as a third and fallback ground, that it was just and equitable to wind up the company because of an alleged deadlock and a breakdown of trust and confidence between the two shareholders.

Justice Philip Jeyaretnam dismissed the application on all three grounds. On the insolvency ground, the court found that Lim himself owed the company more than S$4 million in undisclosed loans, a sum that dwarfed the roughly S$1.2 million to S$1.29 million the company owed its own creditors, several of whom Koh had continued to pay down as recently as December 2025. The evidence Lim filed was also procedurally deficient (untranslated documents, reliance on machine translation) and the court was unimpressed by his refrain, when creditors chased him, of “not my job” and “take from Koh”. On the unfair preference ground, the court found Koh had not favoured his own interests to the company’s detriment.

It is the third ground, just and equitable winding up, that matters most for this article. The court held that even taking Lim’s account of a broken-down relationship at face value, he could not succeed, because as the 60 percent shareholder he had the voting power all along to remove Koh from the board, appoint directors of his choosing, and cause the newly constituted board to consider whatever action he thought appropriate against Koh. There was, in the court’s words in substance, no deadlock that Lim could not have fixed himself. Lim was ordered to pay Koh fixed costs of S$12,000.

What Is Just and Equitable Winding Up Under the IRDA?

Just and equitable winding up is one of the grounds on which the Singapore High Court, General Division may order a company to be compulsorily wound up. It is found in section 125(1)(i) of the Insolvency, Restructuring and Dissolution Act 2018 (previously section 254(1)(i) of the Companies Act 1967, before the liquidation provisions were consolidated into the IRDA in 2020). Unlike the inability-to-pay-debts ground, which turns on financial facts that can usually be tested by reference to bank balances and unpaid invoices, the just and equitable ground gives the court a broad, equitable discretion to look behind the company’s legal form to the reality of how the business was actually run and understood by its participants.

The Quasi-Partnership Doctrine

The doctrine most closely associated with this ground is the “quasi-partnership” concept, most famously articulated by the House of Lords in the English case of Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 (cited here strictly as persuasive UK authority, not Singapore law, though its reasoning has been influential in Singapore case law on this topic). A company will be treated as a quasi-partnership where it displays some or all of the following features:

  • A personal relationship of mutual trust and confidence between the shareholders, often predating the company’s incorporation;
  • An understanding, sometimes entirely informal and undocumented, that the shareholders (or some of them) will participate in management, typically as directors;
  • Restrictions on the transfer of shares, so that a disaffected shareholder cannot simply sell out at will and must instead look to the other shareholders or the company itself for an exit.

Where these features are present, the courts recognise that the shareholders’ rights are not exhausted by the four corners of the company’s constitution. Equitable considerations, arising from the underlying personal relationship, can constrain how the majority exercises its legal powers. If that relationship of trust and confidence collapses through no fault of the applicant, winding up may be available even though nothing in the constitution, articles, or Companies Act 1967 has technically been breached.

It is worth being candid about the limits of this doctrine in Singapore: courts treat winding up as a remedy of last resort, not a first response to shareholder friction. Where a less drastic remedy is available and would resolve the underlying problem, section 125(2) of the IRDA generally requires the court to prefer that alternative rather than order the drastic and often value-destructive step of shutting the company down.

The Majority Shareholder Deadlock Problem

Interior Times crystallises a point that is often glossed over in general commentary on just and equitable winding up: the remedy is fundamentally about the absence of any other way out. A shareholder who already controls the company’s voting power rarely has “no other way out”, because that shareholder can, in most cases, vote their way to a solution.

Why Courts Are Sceptical of Majority Applicants

Two statutory tools illustrate why a majority shareholder’s deadlock complaint is usually treated with suspicion:

  • Removing a director by ordinary resolution. Under section 152 of the Companies Act 1967, a public company’s shareholders may remove a director by ordinary resolution (notwithstanding anything in the company’s constitution or any agreement), and most private company constitutions replicate a similar mechanism, whether through the constitution itself or a shareholders’ agreement. A 60 percent shareholder, as in Interior Times, ordinarily has more than enough votes to remove a co-director they no longer trust. For background on how removals are actually carried out and where they commonly go wrong, see our guide on director appointments, resignations and removals.
  • Passing an ordinary resolution to reconstitute the board. A majority shareholder can call or requisition a general meeting, appoint new directors of their choosing, and thereby end any deadlock at board level without needing the cooperation of the minority shareholder at all.

Because these self-help remedies exist and are exercisable unilaterally, a majority shareholder who instead runs to court complaining of deadlock faces an uphill battle. The court will ask, as it did in Interior Times, why the applicant did not simply use the voting power already in their hands. If the honest answer is “I could have, but chose not to”, the just and equitable ground will almost certainly fail. This is a markedly different position from the classic quasi-partnership case, where the petitioner is typically the outvoted minority shareholder who has no such self-help option, a scenario we cover in more depth in our companion guide to just and equitable winding up in Singapore and in our separate piece on deadlocked boards of directors and the court’s solutions.

The Causation Requirement for Relationship Breakdown

A second, closely related principle that Interior Times reinforces is that a shareholder cannot simply assert that “the relationship has broken down” and expect the court to grant relief. The applicant must generally show that the breakdown was caused by the other party’s conduct, not merely that mutual trust no longer exists. This causation requirement matters for at least three reasons:

  1. It filters out cases where the applicant is themselves the author of the breakdown, whether through their own misconduct, unreasonable behaviour, or (as in Interior Times) their own undisclosed liabilities to the company.
  2. It reflects the equitable “clean hands” principle: a petitioner asking the court to exercise a discretionary, equitable jurisdiction must come to court without having materially contributed to the very state of affairs they complain of.
  3. It prevents the just and equitable ground from becoming, in effect, a unilateral exit mechanism for any shareholder who has simply grown tired of their co-shareholder, majority or minority.

In Interior Times, Lim’s own conduct (failing to disclose over S$4 million in loans he owed the company, refusing to engage with creditors, and instructing that debts be chased against Koh instead) undercut any suggestion that Koh alone was responsible for the breakdown. Directors and shareholders bringing or resisting a similar application should expect the court to examine, closely and often unforgivingly, exactly whose conduct caused the dispute to reach the point it did.

Court Process for a Just and Equitable Winding Up Application

Unless otherwise stated, all court references below are to the Singapore High Court, General Division, which has jurisdiction over compulsory winding up applications under the IRDA and the Insolvency, Restructuring and Dissolution Rules 2020.

How the Application Is Brought

A winding up application is brought by way of an originating application, supported by an affidavit setting out the factual basis for the application (in a quasi-partnership case, this typically means the history of the relationship, the informal understandings between the shareholders, and the specific conduct said to have caused the breakdown). The application must be served on the company and any other respondents, such as a co-shareholder or co-director. The company or opposing parties then have an opportunity to file affidavits in response, and the court will usually convene a case management conference to set directions and a hearing timetable before the substantive hearing takes place.

Typical Timeline

An uncontested or lightly contested application, where the parties broadly agree that winding up is appropriate, can sometimes be resolved within two to three months. A genuinely contested application, particularly one turning on disputed facts about whether the company is a quasi-partnership or who caused a relationship breakdown, more commonly takes twelve to twenty-four months from filing to a substantive judgment, and longer still if there is an appeal, as happened in Interior Times.

Estimated Costs

The figures below are general market-rate estimates for illustration only, not official court-published tariffs, and will vary considerably depending on the complexity of the dispute, the volume of documentary evidence, and whether expert evidence is required.

Item Estimated Cost (SGD)
Court filing fee, originating application for winding up S$500 to S$1,500
Affidavit filing and administrative fees S$200 to S$800 per affidavit
Legal fees, uncontested or consent application S$15,000 to S$40,000
Legal fees, contested application through to first-instance judgment S$50,000 to S$200,000 or more
Legal fees, appeal to the Court of Appeal (if pursued) S$40,000 to S$150,000 or more
Adverse costs order if the application fails Typically S$8,000 to S$30,000 in fixed costs, though it can be higher

As Interior Times shows, an unsuccessful applicant does not simply lose the application; they can also be ordered to pay the successful party’s costs, in that case a fixed sum of S$12,000. Given these stakes, anyone contemplating this route, whether as applicant or respondent, should obtain legal advice on the winding-up application process before committing significant time and money to litigation.

Alternative Remedies to Consider Before Winding Up

Because winding up is treated as a remedy of last resort, both majority and minority shareholders should weigh the following alternatives before filing.

Oppression Relief Under Section 216 of the Companies Act 1967

Section 216 allows a shareholder (majority or minority) to apply for relief where the company’s affairs are being conducted in a manner that is oppressive or unfairly prejudicial. Unlike winding up, section 216 gives the court a much wider menu of orders, most importantly a buy-out order requiring one party to sell their shares to the other at a fair value determined by the court or an independent valuer. Where a buy-out would resolve the underlying problem without destroying the business, courts generally prefer this route over winding up. Our detailed guide on minority shareholder oppression under section 216 covers the grounds and process in full.

A Negotiated Buy-Out

Even without a court order, shareholders in dispute can negotiate a private buy-out, with the price fixed by agreement, a formula in a shareholders’ agreement, or an independent valuer appointed by consent. A negotiated exit is almost always cheaper and faster than litigation and avoids the reputational and operational damage that a public winding up dispute can cause.

Mediation

Singapore courts actively encourage parties in shareholder disputes to attempt mediation before or alongside litigation. Even deeply acrimonious disputes between co-founders can sometimes be resolved through a structured mediation process, whether privately arranged or through an established mediation body, well before the matter reaches a costly and uncertain hearing.

Step-by-Step: Bringing or Defending a Just and Equitable Winding Up Application

  1. Take stock of your own voting power and self-help options first. Before considering a court application, a majority shareholder should ask whether the problem can be resolved by an ordinary resolution, a board reconstitution, or removal of a director. If the answer is yes, Interior Times strongly suggests a court will expect you to have used it.
  2. Review the company’s constitution and any shareholders’ agreement. Check for deadlock-breaking mechanisms, pre-emption rights, drag-along or tag-along clauses, and any agreed valuation methodology for a buy-out.
  3. Document the history of the dispute contemporaneously. Emails, board minutes, WhatsApp messages, and financial records showing who did what, and when, will be central to establishing (or disproving) causation for any alleged breakdown in trust.
  4. Explore a negotiated exit or mediation before filing anything in court. This is almost always faster, cheaper, and less destructive of the underlying business than litigation.
  5. Assess whether section 216 oppression relief, rather than winding up, better fits the facts. If a buy-out at fair value would resolve the dispute, this is usually the more proportionate remedy.
  6. If proceeding with a winding up application, prepare a complete and accurate supporting affidavit. Ensure all material facts are disclosed, including any liabilities the applicant themselves owes the company; Interior Times shows how damaging an incomplete affidavit can be.
  7. Comply strictly with procedural requirements. This includes ensuring any non-English documents are accompanied by a certified translation, not a machine translation, and that the originating application and affidavits are filed and served correctly.
  8. Engage litigation counsel early. Winding up applications are procedurally technical and the evidential threshold for each ground differs; early input shapes both strategy and cost exposure.
  9. Prepare for a case management conference and a realistic timeline. Contested applications can run well over a year, and parties should budget accordingly.
  10. If successful, plan for the practical consequences of a winding up order. A liquidator will be appointed to realise the company’s assets and settle its liabilities before any surplus is distributed to shareholders.

Practical Tips to Avoid Deadlock in the First Place

Most of the disputes that end up in a winding up application could have been substantially mitigated, or avoided altogether, with better governance documentation at the outset.

Shareholders’ Agreements and Deadlock-Breaking Mechanisms

A well-drafted shareholders’ agreement should anticipate deadlock and provide a mechanism to break it, such as a casting vote for an independent chairperson, a “Russian roulette” or “shotgun” buy-sell clause, mandatory mediation before litigation, or a pre-agreed valuation methodology for a buy-out. Companies that rely purely on the default provisions of a standard constitution, without a bespoke shareholders’ agreement, are far more exposed to exactly the kind of dispute seen in Interior Times.

Drag-Along and Tag-Along Provisions

Drag-along rights allow a majority shareholder to compel a minority shareholder to join in a sale of the company on the same terms, while tag-along rights allow a minority shareholder to participate in a sale negotiated by the majority. Both provisions give shareholders a clear, pre-agreed exit route that reduces the temptation to resort to litigation when the relationship sours. Our guide on drag-along, tag-along and shareholder agreements sets out common drafting mistakes to avoid.

The Value of a Competent Company Secretary

Many disputes escalate simply because there is no reliable, contemporaneous record of what the board actually agreed, or did not agree, at key moments. A competent company secretary plays an underrated role here: maintaining accurate board and general meeting minutes, ensuring resolutions are properly documented and filed, keeping statutory registers current, and flagging governance gaps (such as a missing shareholders’ agreement or an outdated constitution) before they turn into disputes. In a case like Interior Times, properly maintained board minutes recording the discussions between the co-founders, and the steps (or lack of them) taken to resolve concerns about the other director’s conduct, could have materially strengthened or weakened either side’s position.

Conclusion

Re Interior Times (Conquest) Pte Ltd is a useful corrective to the assumption that any breakdown in a shareholder relationship, majority or minority, opens the door to just and equitable winding up. The court’s message is straightforward: if you hold the votes to fix the problem yourself, the court will expect you to have tried, and if you cannot show that the other party caused the breakdown, rather than merely that it happened, your application is unlikely to succeed. For majority shareholders frustrated with a co-director or co-shareholder, the more productive starting points are usually a properly documented use of existing voting power, a section 216 application if oppression is genuinely present, or a negotiated exit, rather than an application that a court may see as an attempt to avoid using the control the applicant already has.

Good governance habits, a properly drafted shareholders’ agreement, and a company secretary who keeps the paper trail in order will not prevent every dispute, but they make it far easier to resolve one on sensible commercial terms rather than in the Singapore High Court. For company incorporation, corporate secretarial support, and referrals for Raffles Corporate Services‘ broader compliance work, our team is on hand to help directors and shareholders keep their governance house in order.

To speak with the team at Raffles Corporate Services, you can email [email protected] or call, SMS, or WhatsApp +65 8501 7133. We are happy to assist with any queries.

The Editorial Team, Raffles Corporate Services