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)
- Enacting Act / Power: Made under section 2 of the Fees Act (Cap. 106)
- Commencement: 1 February 2005
- Current Status: Current version as at 27 Mar 2026
- Key Provisions: Section 1 (Citation and commencement); Section 1A (Definitions); Section 2 (Fees leviable by Official Receiver); Section 2A (Remission of fee); Section 3 (Revocation); Schedule (Fees)
- Notable Amendments (selected): S 46/2026 (w.e.f. 29/01/2026); S 1/2025; S 792/2024; S 55/2021; S 703/2020; S 594/2013; S 58/2005
What Is This Legislation About?
The Fees (Winding up, Restructuring and Dissolution of Companies and Other Bodies) Order 2005 (“the Fees Order”) sets out the fees that are payable to the State in connection with insolvency and dissolution processes administered by Singapore’s Official Receiver. In practical terms, it is the statutory “charging framework” for certain official acts—such as administering winding up or dissolution matters, and performing specified duties as a representative of defunct entities.
The Fees Order operates alongside Singapore’s insolvency and corporate dissolution legislation, particularly the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA”). As insolvency law has evolved (including the introduction of simplified restructuring and simplified winding up), the Fees Order has been amended to align the fee regime with new procedural pathways and new categories of entities.
Although the Order is relatively short in its operative text, it is legally significant because it ties the Official Receiver’s fee entitlement to a Schedule of fees and to the scope of the Official Receiver’s statutory powers and appointments. For practitioners, understanding this Order is essential for advising on cost exposure in insolvency proceedings and for structuring applications where fees may be remitted or where the correct fee category must be identified.
What Are the Key Provisions?
1. Citation, commencement, and definitions (Sections 1 and 1A). The Fees Order is cited as the “Fees (Winding up, Restructuring and Dissolution of Companies and Other Bodies) Order 2005” and came into operation on 1 February 2005. Section 1A provides definitions that are crucial for determining whether a matter falls within the fee regime. The definitions are not merely generic; they are tightly linked to IRDA and other sector-specific statutes.
For example, the Order defines “company (in simplified debt restructuring)” and “company (in simplified winding up)” by reference to IRDA provisions on simplified programmes. It also defines “designated website” by reference to regulations prescribing the internet websites for notices under IRDA’s simplified processes. This matters because fees may depend on the procedural stage and the type of programme under which the company is being processed.
2. Fees leviable by the Official Receiver (Section 2 and the Schedule). The core operative provision is Section 2. It states that the fees specified in the Schedule shall be leviable by the Official Receiver in relation to a broad set of matters. The scope is expansive and includes:
- Administration of winding up or dissolution of various entities under IRDA (including companies under Parts 8 or 9), and related “applied” provisions for unregistered companies and foreign companies where the Official Receiver is appointed as liquidator for Singapore.
- Other bodies beyond conventional companies, including limited liability partnerships (LLPs), co-operative societies, mutual benefit organisations, societies, trade unions, and platform work associations.
- VCCs and umbrella VCC sub-funds (variable capital companies) under the Companies Act as applied by the VCC Act, including sub-funds of an umbrella VCC.
- Foreign debtors, where the administration, realisation or distribution of property located in Singapore is entrusted to the Official Receiver pursuant to court relief.
Section 2 also covers acts done by the Official Receiver in specific representative capacities. This includes acting as a representative of defunct companies, defunct LLPs, defunct sub-funds of an umbrella VCC, and defunct VCCs. In addition, it covers acts done in respect of the Official Receiver’s powers and duties under other statutes such as:
- Business Trusts Act (section 49);
- Securities and Futures Act (section 295B);
- Companies Act as applied by the VCC Act (section 322, with different references for VCCs and sub-funds).
Finally, Section 2 expressly includes fees in relation to simplified debt restructuring and simplified winding up programmes. This is particularly important post-2021, when simplified processes became a key feature of Singapore’s insolvency framework. The Fees Order ensures that the Official Receiver’s fee entitlement is not left behind as insolvency procedure changes.
3. Remission of fees (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 the Order. For practitioners, this is a practical lever in cases where the fee burden may be disproportionate or where fairness considerations arise (for example, where a party is impecunious or where the circumstances justify relief). The provision is discretionary (“may … in his discretion”), so it is not an entitlement; however, it is a statutory basis to seek remission.
4. Revocation (Section 3). Section 3 revokes the earlier Fees (Winding up of Companies) Order (O 35). This indicates that the 2005 Order is intended to be the consolidated fee instrument for winding up, restructuring, and dissolution matters administered by the Official Receiver, rather than a narrow fee schedule limited to winding up of companies.
Schedule (Fees). While the extract provided does not reproduce the Schedule’s fee table, the legal effect is clear: the Schedule is the definitive source of the fee amounts and categories. In practice, the Schedule will be where counsel must look to identify the correct fee for the relevant Official Receiver act, stage, or proceeding type.
How Is This Legislation Structured?
The Fees Order is structured in a straightforward hierarchy:
- Section 1: Citation and commencement.
- Section 1A: Definitions, including definitions that “import” meanings from IRDA, the Companies Act, the VCC Act, and other subsidiary instruments.
- Section 2: The operative charging provision—fees leviable by the Official Receiver for specified administrations and acts, with categories spanning companies, LLPs, societies, VCCs, foreign debtors, and simplified programmes.
- Section 2A: Remission power by the Permanent Secretary of the Ministry of Law.
- Section 3: Revocation of the earlier winding up fees order.
- The Schedule: The fee amounts and/or fee categories.
From a practitioner’s perspective, the “real work” is done by the interaction between Section 2 (scope of fee leviability) and the Schedule (quantification). Section 1A ensures that the scope is interpreted consistently with the insolvency and corporate frameworks.
Who Does This Legislation Apply To?
The Fees Order applies to matters in which the Official Receiver is involved in administering winding up, restructuring, or dissolution processes, and to the categories of entities and statutory contexts specified in Section 2. It is not a general fee statute for all insolvency participants; rather, it is targeted to the Official Receiver’s functions and appointments.
Accordingly, it affects a range of stakeholders indirectly through cost exposure: companies and corporations (including VCCs and umbrella VCC sub-funds), LLPs, co-operative societies, societies, trade unions, platform work associations, and foreign debtors with Singapore property entrusted to the Official Receiver. It also affects parties involved in simplified debt restructuring and simplified winding up programmes under IRDA, because Section 2 expressly brings those programmes within the fee regime.
Why Is This Legislation Important?
1. It determines statutory cost exposure in insolvency and dissolution workflows. In insolvency practice, fees can be a material component of the overall administration costs. The Fees Order provides the legal basis for the Official Receiver to levy fees for specified acts and administrations. This is essential for advising clients on budgeting, potential liabilities, and the likely cost consequences of initiating or responding to insolvency proceedings.
2. It aligns fee charging with modern insolvency procedure. The amendments reflected in the timeline—particularly those introducing and updating references to simplified debt restructuring and simplified winding up—show that the fee regime is designed to track procedural reforms under IRDA. Practitioners should therefore treat the Fees Order as a living instrument that must be checked against the current version when advising on matters commenced under simplified programmes.
3. It provides a remission pathway. Section 2A’s remission discretion can be strategically relevant in appropriate cases. While it does not guarantee relief, it gives counsel a statutory basis to request remission of fees, which may be important where the applicant is financially constrained or where the circumstances justify partial or full remission.
4. It clarifies the breadth of the Official Receiver’s fee-leviable acts. Many practitioners focus on “winding up” fees alone. However, Section 2 extends beyond winding up to cover dissolution and specific statutory representative roles, including acts under the Business Trusts Act and Securities and Futures Act. This breadth means that fee issues may arise in contexts that are not immediately labelled “winding up” in everyday practice.
Related Legislation
- Fees Act (Cap. 106)
- Insolvency, Restructuring and Dissolution Act 2018 (Act 40 of 2018)
- Companies Act (Cap. 50)
- Variable Capital Companies Act 2018 (Act 44 of 2018) (“VCC Act”)
- Limited Liability Partnerships Act (Cap. 163A)
- Business Trusts Act (Cap. 31A)
- Securities and Futures Act (Cap. 289)
- Dissolution Act 2018 (as referenced in the statute metadata)
- Futures Act (as referenced in the statute metadata)
- 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.