Section 210(4) of the Companies Act: When Can a Singapore Court Alter a Scheme of Arrangement After Creditors Have Voted?

A scheme of arrangement is meant to be the product of negotiation, not litigation. Directors and their advisers spend months structuring terms, circulating an explanatory statement, and persuading creditors or shareholders to vote in favour before the matter ever reaches the General Division of the High Court for sanction. So what happens when a creditor votes for the scheme, then turns up at the sanction hearing asking the court to rewrite parts of it in its favour?

That is precisely the question the High Court answered in Re Ficus Asia Investment Pte Ltd [2026] SGHC 150, a decision released in July 2026 on the court’s discretion under section 210(4) of the Companies Act 1967 to sanction a scheme “subject to such alterations or conditions as it thinks just”. Because there was, in the judge’s own words, “limited local case law” on how that discretion should be exercised, the decision fills a real gap for Singapore-incorporated companies using a scheme of arrangement to restructure, and for the shareholders, investors and creditors who sit on the other side of the table.

For readers new to the topic, our general guide to how a Singapore scheme of arrangement works covers the basics. This article works through the statutory framework in section 210, the facts and reasoning in the Ficus Asia decision, and the practical points a company and its company secretary should note when a scheme is heading towards a contested sanction hearing.

The Statutory Framework: Section 210 of the Companies Act 1967

The full text of Section 210 of the Companies Act 1967 is the compromise and arrangement mechanism that sits behind most Singapore court-supervised restructurings, whether or not the company is insolvent. Under section 210(1), where a compromise or arrangement is proposed between a company and its creditors (or any class of them), its members (or any class), or holders of units of shares, the Court may order a meeting of the relevant class to be summoned on the application of the company, a creditor, a member, a liquidator, or a holder of units of shares.

If that meeting approves the scheme by the statutory majority under section 210(3AB), being a majority in number representing three-fourths in value of those present and voting in each class (see our guide to majority requirements for approving a scheme), the scheme still does not bind anyone until the Court approves it by order. This is the two-stage structure (see our step-by-step guide to the court-supervised process) that makes a scheme different from an ordinary contract: a majority vote at the scheme meeting is necessary but never sufficient. The Court must independently sanction the arrangement, and it retains a discretion to refuse sanction entirely.

It is section 210(4) that was at the centre of the Ficus Asia decision. It reads, in full: “The Court may grant its approval to a compromise or arrangement subject to such alterations or conditions as it thinks just.” On its face this is a short, almost throwaway subsection. In practice it gives the Court power to rewrite terms that a majority of creditors have already voted on, which raises an obvious tension with the entire point of putting a scheme to a vote in the first place.

A Gap the Court of Appeal Had Not Filled

The most significant prior Singapore authority on section 210(4), The Royal Bank of Scotland NV v TT International Ltd [2012] 2 SLR 213, saw the Court of Appeal actually use the power, ordering a scheme sanctioned subject to a detailed list of alterations addressing unclear implementation milestones and an under-powered monitoring committee. But the Court of Appeal in that case did not lay down the principles that should govern when the discretion should be exercised. Because the United Kingdom’s companies legislation has no equivalent provision to section 210(4), the High Court in Ficus Asia had to look instead to Australian case law interpreting section 411(6) of the Corporations Act 2001 (Cth), which is worded in materially similar terms.

The Facts in Re Ficus Asia Investment Pte Ltd

Ficus Asia Investment Pte Ltd applied to convene a creditors’ meeting to consider a scheme involving, among other things, the cancellation of preference shares held by scheme creditors, a cash settlement, a share buyback, and the transfer of the company’s shares in a Vietnamese subsidiary to certain scheme creditors. The scheme meeting was held in April 2026 and the scheme was approved by a majority in number of scheme creditors representing 89.5% in value, comfortably clearing the section 210(3AB) threshold.

One of the scheme creditors, Mizuho Asean Investment LP (“MAI”), voted in favour of the scheme but reserved its right to make submissions on the scheme’s terms at the sanction hearing. At that hearing MAI asked the Court to sanction the scheme subject to two changes:

• A Reserved Matters Alteration: MAI wanted a clause that reduced its reserved matters under the scheme (from 30 rights under the company’s shareholders’ agreement down to about 10 under the scheme) restored closer to the original, wider list.
• A Timeline Alteration: MAI wanted the company’s completion obligations compressed from a 45-day window down to just seven days from the scheme’s effective date.

The company objected on both counts, characterising MAI’s application as an attempt to use section 210(4) as “a backdoor mechanism to renegotiate commercial terms which MAI had agreed to under the Scheme”. Another scheme creditor whose rights were similarly affected by the clause MAI wanted altered had, notably, objected to the earlier and wider version of the clause that MAI now wanted restored.

The Five Principles the Court Set Out

After surveying the Australian authorities, including Re Boart Longyear Limited (No 2) (2017) 323 FLR 241, Re Ovato Print Pty Ltd [2020] NSWSC 1882 and Zenyth Therapeutics v Smith (2006) 60 ACSR 548, the High Court distilled a non-exhaustive list of considerations relevant to how the section 210(4) discretion should be exercised in Singapore:

1. Minor and technical alterations are readily approved, but the discretion is not limited to minor and technical changes.
2. The court will scrutinise a change of heart. Where the creditor asking for an alteration already voted in favour of the scheme, that alteration should only be granted in exceptional cases.
3. Alterations must not take the scheme beyond what creditors actually voted on. The court will not approve changes so substantial that the scheme creditors’ votes were, in substance, not really votes on the altered scheme at all, that alter the composition of a voting class, or that falsify the explanatory statement circulated before the vote.
4. Alterations must be practical and specific, addressing an identified defect or concern in the scheme, rather than a broad or nebulous request.
5. The level of support from other scheme creditors matters, along with whether the alteration would advantage or disadvantage them.

Applying these principles, the Court declined both of MAI’s requested alterations. On the Reserved Matters Alteration, the judge found that MAI, having voted for the scheme, should have negotiated the point before the vote rather than ask the Court to do so afterwards; as the judge put it, MAI “should not have its cake and eat it”. On the Timeline Alteration, MAI had not put forward any evidence explaining how a seven-day completion window could realistically work given the various regulatory and transactional approvals still needed, including approvals from third parties in Vietnam who were not even parties to the scheme. Both proposed changes were also found to take the scheme beyond what had been put to, and voted on by, the scheme creditors at the meeting. The scheme was sanctioned as originally voted on, without alteration.

Why This Decision Matters Beyond the Parties

Singapore has actively positioned itself as a restructuring hub since the 2017 and 2020 reforms that introduced the Insolvency, Restructuring and Dissolution Act 2018, and schemes of arrangement under section 210 remain one of the two principal court-supervised restructuring tools available to Singapore companies (the other being judicial management). Ficus Asia gives practitioners something that was previously missing: a structured, reasoned framework for the single moment in the process where a dissenting or reserving creditor gets one more opportunity to argue for better terms.

The practical message for anyone negotiating a scheme is that the sanction hearing is not a second bite at the negotiating table. A creditor who has concerns about specific terms needs to raise and resolve them before casting its vote, or vote against the scheme and preserve its objection for the sanction hearing on that basis. Voting in favour while privately reserving a wish list of amendments is unlikely to succeed unless the request is narrow, specific, evidenced, and does not disturb what the other creditors actually voted for.

How This Differs From Other Court Powers to Rewrite Company Records

Section 210(4) sits alongside a cluster of other provisions that give the General Division of the High Court power to correct or adjust a company’s affairs, and it is worth being clear about the boundaries. It is not the same power as the Court’s ability to rectify the register of members for entries made without sufficient cause, nor the same as the Court’s power to sanction a compulsory acquisition of minority shares following a takeover, nor the oppression remedy available to a minority shareholder under section 216. Each of those powers is triggered by different facts and answers a different question. Section 210(4) is specifically about the terms of a scheme that has already cleared a creditor or member vote, and the court’s role there is closer to quality control on a negotiated bargain than a freestanding remedy for a wronged party.

What This Means for Directors and Company Secretaries Running a Scheme

For a company proposing a scheme, the practical lessons from Ficus Asia are straightforward but easy to overlook under deal pressure:

• Resolve reservations before the vote, not after. If a creditor signals it may vote in favour but flags concerns, get those concerns onto the table and either address them in the scheme document or obtain a clear written waiver, rather than letting the point drift to the sanction hearing.
• Keep the explanatory statement tight to what will actually be implemented. Because the Court will ask whether an alteration falsifies the explanatory statement or changes what a class actually voted on, precision in that document reduces the risk of a contested sanction hearing later.
• Build in realistic timelines from the outset. The Court was plainly unimpressed by a creditor asking, after the fact, for a timeline that ignored the practical steps (in Ficus Asia, cross-border regulatory approvals for a Vietnamese subsidiary) needed to complete the scheme.
• Coordinate the company secretary’s implementation work early. Once a scheme is sanctioned, the order does not take effect until a copy is lodged with the Registrar via BizFile+ under section 210(5), and the company must then implement the mechanics: updating the register of members for share cancellations, buybacks or transfers, annexing the order to the company’s constitution where required under section 210(6), and making the necessary ACRA filings. A corporate secretarial team that has been looped in throughout the scheme process, rather than handed a sanctioned order at the last minute, will implement these steps far more smoothly.

This last point is often where the division of labour between the law firm running the court application and the corporate service provider running the company’s day-to-day compliance needs to be clearest, since both are working against the same court timetable but from different vantage points.

A Note on the Limits of This Analysis

Ficus Asia is a General Division of the High Court decision released in 2026, and at the time of writing there does not appear to be any Singapore Court of Appeal decision that has since revisited or refined the five considerations set out above. Companies contemplating a scheme where a class member is likely to seek alterations at the sanction stage, or creditors weighing whether to vote for a scheme while reserving objections, should treat these as the current first-instance guidance and take specific advice on how they apply to the scheme’s own facts, rather than assume the position is settled for good. If a dispute over scheme terms looks likely to reach a contested sanction hearing, this is a point at which seeking legal advice on this early, rather than after the scheme meeting, makes the eventual hearing far more manageable.

How This Fits Into a Company’s Broader Restructuring Options

A section 210 scheme is only one of several court-supervised paths available to a financially distressed or reorganising Singapore company, and it is often used alongside or as an alternative to judicial management. Whichever route is chosen, the underlying discipline is the same: sound financial management and early professional advice before a company reaches the point where creditors are voting on its future, rather than scrambling to fix defects in a scheme document under time pressure at the sanction hearing.

Conclusion

Re Ficus Asia Investment Pte Ltd gives Singapore its clearest local guidance yet on when the Court will use its section 210(4) power to alter a scheme of arrangement that creditors have already approved. The short answer is: rarely, and only where the request is specific, evidenced, consistent with what was actually voted on, and not simply a second attempt to negotiate terms a creditor already accepted with its vote. For companies and their advisers, the decision is a reminder that the scheme meeting, not the sanction hearing, is where commercial terms get fought over and settled.

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