Introduction
The final unit treats exit as part of governance, not an afterthought. Students learn why dissolution, liquidation, deregistration, and creditor notice are legal processes with personal consequences for responsible persons.
Key Legal Issues
- Voluntary and judicial dissolution.
- Liquidation groups, creditor notice, asset realization, and distribution order.
- Market-entity deregistration and public record closure.
- Liability for failure to liquidate or preserve books and assets.
Hypotheticals
- A deadlocked company cannot pass ordinary business decisions for two years.
- Shareholders abandon a company after license revocation and creditors later sue.
- A company deregisters after giving incomplete creditor notice.
Legislation
Use the Company Law’s dissolution and liquidation chapters with the SPC temporal-effect rules and Interpretation II. The market-entity registration materials cover deregistration and public-record closure. The Bankruptcy Law and bankruptcy work conference minutes move the analysis into collective insolvency. Singapore provides a comparative statutory framework for winding up.
Cases
Guiding Case No. 8 supplies the deadlock and dissolution lens. Guiding Case No. 9 supplies the creditor and liquidation-liability lens.
Readings
The revision explanation helps students see why exit rules are also creditor-protection rules. The official bankruptcy implementation materials and insolvency scholarship add institutional context, while the liquidation-duty reading links directors, shareholders, and controllers to creditor-facing responsibilities after distress appears.