Statute Details
- Title: Fees (Winding up, Restructuring and Dissolution of Companies and Other Bodies) Order 2005
- Act Code: FeA1920-S58-2005
- Legislative Type: Subsidiary Legislation (SL)
- Authorising Act: Fees Act (Cap. 106), section 2
- Enacting Formula: Made by the Minister for Finance
- Commencement: 1 February 2005
- Current Status: Current version as at 27 Mar 2026
- Key Provisions: Section 1 (citation/commencement), Section 1A (definitions), Section 2 (fees leviable by Official Receiver), Section 2A (remission), Section 3 (revocation)
- Schedule: “Fees” (the operative fee table)
- Notable Amendments (selected): S 46/2026 (wef 29/01/2026); S 1/2025 (wef 02/01/2025); S 792/2024 (wef 11/10/2024); S 55/2021 (wef 29/01/2021); S 703/2020 (wef 24/08/2020); S 549/2020 (wef 14/07/2020); S 58/2005 (wef 01/02/2005)
What Is This Legislation About?
The Fees (Winding up, Restructuring and Dissolution of Companies and Other Bodies) Order 2005 (“the Fees Order”) is a Singapore subsidiary law that sets out the fees payable to the Official Receiver in specified insolvency, restructuring, and dissolution processes. In practical terms, it provides the fee framework—including who pays, in what contexts the Official Receiver charges fees, and the categories of matters to which the fee schedule applies.
While the Fees Order is not an insolvency code by itself, it is an essential “plumbing” instrument. It operates alongside the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA 2018”) and other sectoral statutes (such as the Companies Act, Limited Liability Partnerships Act, Business Trusts Act, and certain financial services legislation). The Order ensures that the Official Receiver’s administrative and statutory functions in winding up, dissolution, and related proceedings are supported by prescribed fees.
Importantly, the Fees Order has been updated over time to reflect modern insolvency pathways, including simplified winding up and simplified debt restructuring programmes. It also extends fee leviability to a range of “other bodies” beyond conventional companies—such as limited liability partnerships, co-operative societies, mutual benefit organisations, societies, trade unions, platform work associations, and certain types of variable capital companies (VCCs) and their sub-funds.
What Are the Key Provisions?
1. Citation, commencement, and scope of application (Sections 1 and 1A)
Section 1 provides the citation and commencement: the Fees Order came into operation on 1 February 2005. Section 1A then supplies definitions that are crucial for interpreting the fee schedule. The definitions are not merely academic; they determine whether a particular entity or process falls within the fee regime.
For example, the Order defines “company” and “corporation” by reference to the Companies Act. It also introduces definitions for entities and programmes that are central to recent insolvency reforms, including:
- “company (in simplified debt restructuring)” and “company (in simplified winding up)”, tied to specific commencement and discharge provisions under IRDA 2018;
- “simplified winding up programme” under section 250C of IRDA 2018;
- “designated website” for notices published under specified Parts of IRDA 2018 (linking to regulations made under the simplified debt restructuring and simplified winding up regulations);
- “foreign debtor”, capturing situations where Singapore property is entrusted to the Official Receiver following court relief under IRDA 2018’s framework;
- VCC-related concepts (VCC, umbrella VCC, and sub-funds) by reference to the VCC Act.
These definitions ensure that the fee schedule can be applied consistently across different insolvency pathways and entity types.
2. Fees leviable by the Official Receiver (Section 2)
Section 2 is the operative provision that states that the fees specified in the Schedule shall be leviable by the Official Receiver in relation to enumerated matters. The list is broad and is best understood as covering (a) the types of entities the Official Receiver may administer or liquidate, (b) the acts the Official Receiver performs, and (c) certain simplified restructuring/winding up contexts.
Section 2(2)(a) covers administration of winding up or dissolution for a wide range of bodies, including:
- Companies under Parts 8 or 9 of IRDA 2018;
- Unregistered companies under those Parts as applied by IRDA 2018;
- Foreign companies where the Official Receiver is appointed as liquidator for Singapore under IRDA 2018;
- Limited liability partnerships (under section 30 of the Limited Liability Partnerships Act);
- Registered co-operative societies, mutual benefit organisations, societies, trade unions, and platform work associations (as added by later amendments);
- VCCs under Part X of the Companies Act as applied by the VCC Act, including sub-funds of an umbrella VCC.
Section 2(2)(a)(aa) extends fee leviability to the administration, realisation, or distribution of a foreign debtor’s property located in Singapore, reflecting the cross-border dimension of insolvency administration.
Section 2(2)(b) further clarifies that fees may be leviable not only for the administration of winding up/dissolution, but also for any act done by the Official Receiver as a representative of defunct entities (defunct companies, defunct limited liability partnerships, defunct sub-funds of umbrella VCCs, and defunct VCCs). This is significant for practitioners because it links fee leviability to the Official Receiver’s functional role, not only to the formal commencement of a liquidation.
Section 2(2)(c) similarly covers acts done by the Official Receiver in respect of powers and duties under other statutes, including:
- the Limited Liability Partnerships Act (paragraph 69 of the Fifth Schedule);
- the Business Trusts Act (section 49);
- the Securities and Futures Act (section 295B);
- and Companies Act provisions as applied for VCCs and sub-funds.
This cross-referencing approach ensures that the Official Receiver’s statutory duties across multiple regimes are supported by a consistent fee framework.
3. Simplified debt restructuring and simplified winding up (Sections 2(d) and 2(e))
The Fees Order has been amended to include fee leviability for “any company (in simplified debt restructuring)” and “any company (in simplified winding up)”. These additions reflect the policy shift toward streamlined insolvency processes under IRDA 2018.
From a practitioner’s perspective, the definitions in section 1A are critical: they tie fee leviability to whether the simplified programme has commenced and whether the company has been discharged from the programme. This means that fee exposure may depend on the procedural stage of the matter, not merely on the entity type.
4. Remission of fee (Section 2A)
Section 2A provides a discretionary mechanism: the Permanent Secretary of the Ministry of Law may remit wholly or in part any fee payable under this Order. This is an important safety valve for cases where the prescribed fees may be burdensome or where fairness considerations warrant relief.
Although the provision is discretionary and does not set out criteria in the extract provided, it is likely to be invoked in appropriate circumstances (for example, where there are hardship considerations or where the interests of justice support partial or full remission). Practitioners should consider whether remission is available early in the process, particularly where a client’s ability to pay is uncertain.
5. Revocation (Section 3)
Section 3 revokes the earlier Fees (Winding up of Companies) Order (O 35). This indicates that the 2005 Order is intended as a consolidated and updated fee instrument for a broader set of insolvency and dissolution contexts, rather than a narrow fee schedule limited to winding up of companies.
How Is This Legislation Structured?
The Fees Order is structured in a straightforward manner:
- Section 1 sets out citation and commencement.
- Section 1A contains definitions, including references to IRDA 2018, the Companies Act, the VCC Act, and other subsidiary regulations.
- Section 2 is the core operative section: it states that the fees in the Schedule are leviable by the Official Receiver in specified circumstances.
- Section 2A provides for remission of fees by the Permanent Secretary of the Ministry of Law.
- Section 3 revokes the earlier winding-up fees order.
- The Schedule contains the actual fee amounts and categories. (The extract provided does not reproduce the Schedule table, but it is the principal source for the quantum of fees.)
Who Does This Legislation Apply To?
The Fees Order applies to matters where the Official Receiver is involved in administering winding up, dissolution, or related processes under Singapore law. It covers a wide range of entities, including companies and corporations, unregistered companies, foreign companies (in specified circumstances), limited liability partnerships, co-operative societies, mutual benefit organisations, societies, trade unions, platform work associations, and VCCs (including umbrella VCC sub-funds).
In addition, the Order applies to certain cross-border and statutory representative functions—such as administration of a foreign debtor’s Singapore property and acts done by the Official Receiver as representative of defunct entities. It also applies to simplified insolvency programmes under IRDA 2018, with fee leviability tied to whether the company is “in” the simplified programme and not discharged.
Why Is This Legislation Important?
For practitioners, the Fees Order is important because it directly affects the costs of insolvency and dissolution administration. In many cases, fees payable to the Official Receiver can be a material component of the overall estate administration costs, influencing stakeholder expectations and potentially the net recoveries for creditors or other interested parties.
Second, the Order’s careful definitions and cross-references mean that fee exposure can hinge on procedural status (for example, whether a company has commenced or been discharged from a simplified programme) and on entity classification (for example, whether the matter concerns a VCC sub-fund or a foreign debtor’s Singapore property). This makes it essential for counsel to verify the correct legal characterisation of the debtor and the stage of the proceedings.
Third, the remission provision in section 2A provides a potential route to manage fee burdens. While discretionary, it is a relevant consideration for insolvency practitioners advising clients on strategy, budgeting, and the feasibility of pursuing certain processes where fees may be contested or unaffordable.
Related Legislation
- Fees Act (Cap. 106)
- Insolvency, Restructuring and Dissolution Act 2018 (Act 40 of 2018)
- Companies Act (Cap. 50)
- Limited Liability Partnerships Act (Cap. 163A)
- Business Trusts Act (Cap. 31A)
- Variable Capital Companies Act 2018 (Act 44 of 2018)
- Securities and Futures Act (Cap. 289)
- Dissolution Act 2018 (as reflected in the metadata; relevant where dissolution frameworks intersect)
- Co-operative Societies Act (Cap. 62)
- Mutual Benefit Organisations Act (Cap. 191)
- Societies Act (Cap. 311)
- Trade Unions Act (Cap. 333)
- Platform Workers Act 2024
Source Documents
This article provides an overview of the Fees (Winding up, Restructuring and Dissolution of Companies and Other Bodies) Order 2005 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.