Short answer: A statement of affairs is a verified document listing a company’s assets, debts, liabilities, creditors and the security they hold. After a Singapore court winding up order, one or more directors and the company secretary must submit it within 14 days, unless the time is extended. Failing to do so without reasonable excuse is an offence.
The statement of affairs in Singapore is one of the first and most time-sensitive tasks a director faces once a company is wound up by the court. This guide explains what the document is, which section of the Insolvency, Restructuring and Dissolution Act 2018 (the “IRDA”) requires it, who must sign, the deadline, what happens if you are late, and how the same document appears in voluntary winding up and judicial management.
Key facts at a glance
- Court winding up: the statement is required by section 141 of the IRDA and must show the company’s affairs as at the date of the winding up order.
- Deadline: 14 days after the date of the winding up order, or such extended time as the Official Receiver, the liquidator or the Court specifies for special reasons (section 141(3)).
- Who submits: one or more of the directors at the date of the order, and the company secretary (section 141(2)(a)). Former officers and people involved in forming the company in the preceding year can also be required to submit one (section 141(2)(b)).
- Penalty: a person who defaults without reasonable excuse commits an offence, with a fine of up to S$10,000 or imprisonment of up to 12 months or both, plus a default penalty (section 141(5)).
- Statement of concurrence: a person asked to concur must do so, verified by affidavit, within 14 days of the request (section 142).
- Voluntary winding up uses a similar document: a statement attached to the directors’ declaration of solvency (section 163(2)) or laid before the creditors’ meeting (section 166(4)).
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.
What is a statement of affairs in Singapore?
It is a sworn snapshot of the company’s finances that the winding up office-holder uses to understand what the company owns, what it owes and to whom. It is not the same as the annual financial statements, and it is prepared specifically for the insolvency process.
Under section 141(1) of the IRDA, the statement must be made out and verified in the prescribed form and manner and must show, as at the date of the winding up order:
- the particulars of the company’s assets, debts and liabilities;
- the names and addresses of the company’s creditors;
- the securities held by each creditor;
- the dates on which those securities were given; and
- any further information that is prescribed or that the Official Receiver or the liquidator requires.
The Official Receiver is a public officer who administers court winding ups and acts as liquidator in many of them. The liquidator is the person who takes control of the company’s property and winds it up. The statement goes to whichever of the two is in charge of the winding up.
What is the legal basis for the statement of affairs in a winding up?
The legal basis is the IRDA. Sections 141 and 142 cover compulsory winding up, and separate provisions cover voluntary winding up and judicial management.
| Situation | Provision | What it requires |
|---|---|---|
| Winding up by the Court | Section 141 IRDA | Verified statement as at the date of the order, submitted within 14 days (extendable) to the Official Receiver or liquidator |
| Concurrence in a court winding up | Section 142 IRDA | Official Receiver or liquidator may require those listed in section 141(2) to confirm the statement by affidavit within 14 days |
| Members’ voluntary winding up | Section 163(2) IRDA | Statement of affairs attached to the directors’ declaration of solvency, showing assets and expected realisations, liabilities and estimated winding up expenses |
| Members’ winding up turning insolvent | Section 165 IRDA | Liquidator summons a creditors’ meeting and lays a statement of assets and liabilities before it |
| Creditors’ voluntary winding up | Sections 166 and 168 IRDA | Directors lay a full statement of affairs before the creditors’ meeting; the liquidator may ask directors who did not make it to concur |
| Judicial management | Section 106 IRDA | Company’s statement of affairs, a copy of which the judicial manager lodges under section 106(6) |
You can read the winding up provisions on Singapore Statutes Online. For the wider process, see our guide to winding up a Singapore company by court order.
Who must submit the statement of affairs, and by when?
The directors and the company secretary must submit it within 14 days after the date of the winding up order. The Official Receiver, the liquidator or the Court can extend that time for special reasons.
| Person | Duty | Source |
|---|---|---|
| One or more directors in office at the date of the order | Must submit the statement | Section 141(2)(a)(i) |
| The company secretary | Must submit the statement | Section 141(2)(a)(ii) |
| Any current or former officer | May be required to submit, if the Official Receiver or liquidator requires it, subject to the Court’s direction | Section 141(2)(b)(i) |
| Anyone who took part in forming the company within one year before the order | May be required to submit, on the same basis | Section 141(2)(b)(ii) |
The 14 days run from the date of the order, not from the date you learn of it. For example, if an order is made on 10 March, the statement is due on 24 March unless an extension is given. A director who resigned before the order is not in the first group, but can still be called on as a former officer.
How is the statement of affairs prepared? A step-by-step process
Treat it as a project with a fixed deadline. The steps below reflect what section 141 requires, and the practical work behind it.
- Note the date of the winding up order. The 14-day period and the “as at” date of the statement both depend on it.
- Obtain the form and instructions from the Official Receiver or liquidator, because the statement must follow the prescribed form and manner.
- Build the asset list from the company’s records: bank balances, receivables, stock, equipment, investments and any other property, with the values you can support.
- Build the creditor list with names, addresses and amounts owed, including employees, landlords, tax authorities and related parties.
- Identify secured creditors and, for each, the security held and the date it was given, as section 141(1)(c) and (d) require.
- Complete the form, and have each person who must submit it verify it in the prescribed manner.
- Submit it to the Official Receiver or liquidator within 14 days. If that is not possible, ask for an extension before the period ends and give the special reasons.
- If asked to concur in another person’s statement, respond by affidavit within 14 days of the request.
What documents do you need to prepare it?
You need the records that show what the company owns and owes at the date of the order. The better organised these are, the faster the statement can be completed.
| Document | Used for |
|---|---|
| Winding up order and any directions | The “as at” date and the deadline |
| Latest management accounts and trial balance | Starting point for assets and liabilities |
| Bank statements up to the order date | Cash balances and recent movements |
| Debtor and creditor ledgers | Names, addresses and amounts |
| Loan, security and charge documents | Secured creditors, the security held and its date |
| Asset register, leases and hire purchase agreements | Equipment, vehicles and premises |
| Employee list and unpaid wages schedule | Employee claims |
| Statutory registers and minute book | Officers, members and key decisions |
How long does it take, and what does it cost?
The statutory timetable is short, and the person who prepares the statement may be paid reasonable costs out of the company’s assets if the Official Receiver or liquidator considers them reasonable. No official fee schedule applies, so professional fees vary with the size and state of the records.
| Step | Time limit | Source |
|---|---|---|
| Submit the statement of affairs | 14 days after the winding up order, or extended time | Section 141(3) |
| Official Receiver or liquidator files a copy with the Court and lodges it with the Registrar of Companies | 7 days after receiving the statement | Section 141(3)(a) |
| Submit a statement of concurrence | 14 days after the request, or extended time | Section 142(3) |
| Costs of preparing the statement or concurrence | May be paid out of company assets as the Official Receiver or liquidator considers reasonable, subject to appeal to the Court | Section 141(4) |
We have not quoted a fee range for solicitors or insolvency practitioners because no verified published scale exists. Ask for a written estimate before you instruct anyone, and ask whether the preparation costs can be claimed under section 141(4).
What does the company secretary prepare, and what does the solicitor handle?
The company secretary or corporate service provider assembles the records and drafts the lists. A Singapore Advocate and Solicitor advises on the legal duties and handles any application to the Court.
Court proceedings and legal advice are conducted by a Singapore Advocate and Solicitor, not by a corporate service provider. In practice the work divides as follows:
- The company secretary or corporate service provider gathers statutory registers, minutes, charge documents and filing history, and helps the directors compile the creditor and asset lists from the accounts.
- The directors are responsible for the accuracy of what they verify. They should not sign figures they cannot support.
- The solicitor advises on personal exposure, on whether a former officer can be required to submit, and on any application to the Court for more time or against a costs decision. If you need a lawyer, you can speak to a lawyer through our panel.
What happens after the statement of affairs is submitted?
The Official Receiver or liquidator has 7 days to file a copy with the Court and lodge it with the Registrar of Companies, and then reports on the company’s position. Creditors can inspect it.
Under section 141(3), the Official Receiver or liquidator must, within 7 days after receiving the statement, cause a copy to be filed with the Court and lodged with the Registrar of Companies. Where the Official Receiver is not the liquidator, a copy is also lodged with the Official Receiver. ACRA lists the “Statement of Affairs” filing under sections 83(1), 106(6) and 141(3) of the IRDA among the insolvency transactions on its corporate insolvency filings page, so the lodgement is an insolvency practitioner’s task rather than the director’s.
Other consequences follow:
- The liquidator must, as soon as practicable after receiving the statement, submit a preliminary report on the company’s issued capital, the estimated assets and liabilities, the causes of failure if the company has failed, and whether further inquiry is desirable (section 143(1)).
- A person who states in writing that he or she is a creditor may inspect the filed statement at reasonable times and, on paying the prescribed fee, take a copy or extract (section 141(6)). Untruthfully claiming to be a creditor is an offence (section 141(7)).
- The statement and the directors’ conduct may feed into further inquiries, such as a public examination of directors. Our article on priority of debts in a liquidation explains how the creditors listed will be paid.
How does the statement of affairs work in voluntary winding up and judicial management?
In a voluntary winding up, the directors prepare a similar statement before or at the creditors’ meeting, and the statutory duties differ from court winding up. In judicial management, section 106 of the IRDA covers the company’s statement of affairs.
Members’ voluntary winding up: the directors’ declaration that the company can pay its debts in full within 12 months must have a statement of affairs attached, showing in the prescribed form the assets and the total expected to be realised, the liabilities and the estimated expenses of the winding up, made up to the latest practicable date before the declaration (section 163(2)). The declaration must be made within 5 weeks before the winding up resolution and lodged with the Registrar of Companies before the notices of the members’ meeting are sent (section 163(3)). A director who makes it without reasonable grounds commits an offence (section 163(4)). Our article on the declaration of solvency covers this in detail. If the liquidator later concludes that the company cannot pay its debts in full within the declared period, the liquidator must summon a creditors’ meeting within 30 days and lay a statement of the assets and liabilities before it (section 165).
Creditors’ voluntary winding up: the company must hold a creditors’ meeting on the day of, or the day after, the members’ meeting, with at least 10 days’ notice to creditors (section 166(1) and (2)). The directors must cause a full statement of the company’s affairs, showing how the assets were valued, together with a list of creditors and the estimated amounts of their claims, to be laid before that meeting, and must appoint one director to attend. That director and the secretary must attend and disclose the company’s affairs and the circumstances leading to the winding up (section 166(4) and (5)). Default by the company and any officer in default is an offence punishable by a fine of up to S$2,000 (section 166(10)). The liquidator may require a director who did not make the statement to concur by affidavit within 14 days (section 168). See our guide to creditors’ voluntary winding up.
Judicial management: section 106 of the IRDA is headed “Company’s statement of affairs” and sits in Part 7. The judicial manager lodges a copy under section 106(6). We do not set out the deadline or the list of persons who must prepare it here, because both depend on the wording of section 106 and the judicial manager’s notice, and you should take them from the notice and from your lawyer. Read our overview of judicial management in Singapore for the wider process.
What are the common mistakes with a statement of affairs?
The usual mistakes are starting late, leaving out secured creditors’ details, guessing values, and ignoring a request to concur.
- Waiting for the liquidator to chase. The 14 days run from the order date, and the offence in section 141(5) applies to default without reasonable excuse.
- Asking for an extension after the deadline has passed. Request more time before the period ends, with specific reasons.
- Omitting the security held by a creditor or the date it was given, which section 141(1)(c) and (d) require.
- Assuming that a resigned director or former secretary is free of any duty. Former officers can be required to submit a statement under section 141(2)(b).
- Inflating asset values or leaving out liabilities. The statement is verified, so errors are the signatory’s problem.
- Ignoring a request to concur, which must be answered by affidavit within 14 days of the request.
Directors facing insolvency should also read about whether a director can resign from an insolvent company and what liability remains.
Frequently asked questions
Can the 14-day deadline be extended?
Yes. Section 141(3) allows the Official Receiver, the liquidator or the Court to specify extended time for special reasons. Ask before the 14 days end.
What is a statement of concurrence?
It is an affidavit in which a person confirms that he or she agrees with the statement of affairs. It may be qualified if the person disagrees, thinks the statement is erroneous or misleading, or lacks direct knowledge (section 142(2)).
Who pays for preparing the statement?
The person who makes the statement or a statement of concurrence may be paid reasonable costs and expenses out of the company’s assets, as the Official Receiver or liquidator considers reasonable, subject to an appeal to the Court (section 141(4)).
Can creditors see the statement of affairs?
Yes. A person who states in writing that he or she is a creditor may inspect the filed statement and, on paying the prescribed fee, take a copy (section 141(6)).
Do I need a statement of affairs to wind up a solvent company voluntarily?
For a members’ voluntary winding up, a statement of affairs must be attached to the directors’ declaration of solvency (section 163(2)).
Need help with this?
Our team at Raffles Corporate Services can prepare the resolutions, registers and ACRA filings, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
Email: [email protected]
Call, SMS or WhatsApp: +65 8501 7133
Last reviewed: 5 November 2026. The Editorial Team, Raffles Corporate Services.
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