Information on Outstanding Assets of a Defunct Company
A company becomes defunct after it is either dissolved or struck off from the Register by the Accounting and Corporate Regulatory Authority.
What is the role of the Official Receiver?
Where there are outstanding assets belonging to a defunct company, these are vested in the Official Receiver under section 346 of the Companies Act (Cap. 50). The Official Receiver will then act as a representative of the defunct company to administer these assets under sections 345 to 347 of the Companies Act (Cap. 50).
The Official Receiver may also represent the company, if it is proven to her satisfaction under section 345(1) of the Companies Act (Cap. 50) that:
(i) the company, if still existing, would be legally or equitably bound to carry out, complete or give effect to some dealing, transaction or matter; and
(ii) in order to carry out, complete or give effect to the said dealing, transaction or matter, some purely administrative act should have been done or should be done by or on behalf of the company, if still existing.
What should I do if I wish to lay claims on the assets belonging to a defunct company?
You may lay your claim as a shareholder or a creditor of the defunct company:
(i) as a shareholder, you need to show that there is no creditor in the company when it was dissolved or struck off; or
(ii) as a creditor, you need to prove your debt.
A Instructions to Applicant
(i) You are required to complete the Application Form (click here(DOC, 37 KB));
(ii) You are required to liaise with the director(s) and / or shareholder(s) of the Defunct Company to complete the Declaration Form (click here(DOC, 33 KB)). If the Declaration Form cannot be completed, you must provide a full explanation as to why this cannot be completed;
(iii) You must furnish the documents in paragraph B below to support the application;
(iv) The completed Application Form Application Form, Declaration Form and supporting documents must be sent to the Official Receiver’s office; and
(v) You need not fill in the Deed of Indemnity on your own (click here(74 KB)). Upon submission of the Application Form and the required documents, the Official Receiver will contact you to attend at our office to execute the Deed of Indemnity, before paying out the moneys. You are however advised to read and take such measures to understand the terms of the Deed of Indemnity before attending at our office to execute it.
B Documents Required to Support Application
1) Where the Applicant is a Creditor / Shareholder
(i) Photocopy of the Identity Card / Passport of the Applicant and Witness;
(ii) Documents indicating that the company has been dissolved / struck off e.g. Notice from ACRA confirming that the company has been dissolved / struck off etc.;
(iii) Documents (where applicable) showing that authorisation(s) has / have been granted by the relevant person(s) / party(s) for laying claim(s) on his / their behalf e.g. Authorisation Letter(s) from creditor(s) or shareholder(s), Power of Attorney, Letters of Administration, Grant of Probate etc.;
(iv) The latest financial statement / management accounts of the Defunct Company;
(v) Documents evidencing the existence of the outstanding asset(s); and
(vi) Any other documents to support the application.
2) Where the Applicant is a Creditor
Proof-of-Debt (Form 77) with the relevant supporting documents to substantiate the claim.
3) Where the Applicant is a Shareholder
Documents evidencing that there is no outstanding debt or liability owing by the Defunct Company that is payable now or in the future.
For more information, please refer to the attached instructions (click here(319 KB)).
What are the charges of the Official Receiver?
The fees chargeable by the Official Receiver are stipulated in the Schedule under the Fees (Winding up and Dissolution of Companies and Other Bodies) Order 2005:
(i) Administrative Fee;
(ii) Realisation Fee;
(iii) Distribution Fee;
(iv) Application Fee; and
(v) Payment Processing Fee.