FAQ
KEY QUESTIONS
Specialised Corporate Law Litigation
What rights do shareholders have in a Singapore company?
Shareholders own the company, but the directors run it. As a shareholder you generally have the right to attend and vote at general meetings, receive declared dividends, see certain company records, and take legal action if the company is run unfairly against you. A shareholders’ agreement can give you more rights than the law does, such as a board seat or veto rights.
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What is minority shareholder oppression in Singapore?
Oppression is when a company is run in a way that is commercially unfair to a shareholder, a visible departure from fair dealing. Examples include being shut out of management, having your shares diluted, or the diversion of money/ assets / business opportunities out of the company. Under section 216 of the Companies Act 1967, you can ask the court for relief. What matters is whether you lack the power to stop the conduct, not only whether you are numerically a minority. Our directors covered this in a Legal 500 webinar on minority shareholders’ remedies.
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What can a court order in a shareholder oppression case?
The court has wide powers. It can order the majority or the company to buy your shares, which is the most common outcome. It can also stop or regulate certain conduct, cancel a transaction, let you sue in the company’s name, or wind the company up. A buy-out is often called the “corporate divorce”: it lets parties who can no longer work together go their separate ways.
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Can a majority shareholder claim oppression?
Yes, but only in limited cases. Section 216 is open to “any member”. The question is whether you have the power to stop the unfair conduct yourself. A majority shareholder who could fix the problem by voting will usually be refused. One who cannot, for example because of an agreement that entrenches the other side (i.e. the minority), may succeed.
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How do I remove a director in Singapore?
Shareholders can generally remove a director by passing an ordinary resolution (more than 50% of votes) at a general meeting, subject to the company’s constitution and notice requirements. The director has a right to be heard. Removal often sparks a wider dispute, especially where the director is also a shareholder who expected to stay in management.
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What are a director's duties in Singapore?
Directors must act honestly and in good faith in the company’s interests, avoid conflicts of interest, not make secret profits, and use reasonable care, skill and diligence. These duties come from both case law and the Companies Act, including section 157. Courts generally do not punish honest business decisions that turn out badly (the “business judgment rule”). Our director Mark Lee spoke at Lexology’s Masterclass Series on the role of the 21st-century board director.
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Can I sue a director personally in Singapore?
Yes, in some situations. The company can sue a director for breach of duty. A shareholder can do so on the company’s behalf through a derivative action under section 216A but only to purse a corporate relief (and not vindicate a personal wrong), after giving notice and getting the court’s permission. Directors can also be personally liable to third parties, for example in fraud, wrongful trading, or where the court “lifts the corporate veil” because the company was used as a sham.
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Can a director be excused from liability for breach of duty?
Sometimes. Under section 391 of the Companies Act, a court can excuse a director wholly or partly from liability if they acted honestly and reasonably and ought fairly to be excused. The director must prove this. The relief applies only to claims by or on behalf of the company, not to claims by outsiders.
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Can a shareholder or director inspect a company's records in Singapore?
Directors generally have a right to inspect the company’s accounting and other records so they can do their job. Shareholders’ rights are narrower: they can see certain statutory registers, minutes of general meetings and financial statements, but not the day-to-day accounts. The court can order inspection in some circumstances, and a shareholders’ agreement can give wider rights.
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How are shares valued in a shareholder dispute?
The court usually relies on independent valuation experts. Valuers use three broad methods: market (comparing similar businesses), income (future cash flows) and cost (asset or replacement value). The choice of method and valuation date can change the result significantly, so valuation evidence often decides the outcome.
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Will my shares be discounted because I am a minority shareholder?
It depends on why the buy-out is happening. In a voluntary or consent-based buy-out, a minority discount is common. Where the court finds you were oppressed, a minority discount is generally not applied, because the wrongdoer should not benefit from the unfairness. Whether a discount for lack of marketability applies is usually left to the valuers.
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The majority has offered to buy my shares. Do I have to accept?
Not necessarily. But rejecting a reasonable offer can hurt your case. The court may treat continuing an oppression claim as an abuse of process if the offer was fair and covered everything you were asking for. An offer that does not completely address all of your grievances unresolved will not usually stop your claim.
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What happens when shareholders or joint venture partners are deadlocked?
First check the constitution and shareholders’ or JV agreement for deadlock clauses, buy-sell mechanisms or mediation steps. If there are none, options include a negotiated exit, an oppression claim, or winding up on “just and equitable” grounds. Courts will imply management powers for shareholders only in narrow cases of true deadlock.
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Can a shareholder dispute go to arbitration instead of court?
Often, yes. In Tomolugen Holdings v Silica Investors (2015), Singapore’s Court of Appeal held that minority oppression claims are generally arbitrable. A tribunal cannot order a company to be wound up, however. Whether your dispute goes to arbitration depends on the wording of your arbitration clause and the remedies you want. ML Chambers co-hosted a webinar with Asian Legal Business on the arbitrability of shareholder claims.
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What should I look for in a shareholder dispute lawyer in Singapore?
Look for lawyers who focus on company law disputes, have handled cases with several parties and jurisdictions, and will run your matter personally. ML Chambers focuses on shareholder, boardroom and JV disputes. Its directors have acted in matters involving shares worth over S$600 million and in disputes across Singapore, Malaysia, India, Hong Kong, China, Australia and the BVI. Legal 500 Asia Pacific 2026 named ML Chambers a “Firm to Watch”, and its directors wrote the Singapore chapter of the Chambers Global Practice Guide on Shareholders’ Rights.
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Corporate Investigations & Regulatory Advisory
I received a letter from ACRA, SGX RegCo or the police. What should I do?
Don’t ignore it, and don’t reply in a hurry. Note the deadline, keep every relevant document, and avoid discussing the matter with colleagues. Get legal advice before responding, because what you say may be used later. A lawyer can help you reply accurately, ask for more time, and limit the risk of further action.
Can a director be disqualified in Singapore, and for how long?
Yes. Directors can be disqualified automatically, for example after repeated convictions for failing to make ACRA filings; this is generally for five years. The court can also disqualify a director for other reasons, such as unfitness, bankruptcy or certain offences. A disqualified person cannot act as a director or take part in managing a company. The ML Chambers team has acted for directors in director disqualification contestation proceedings.
What is an internal investigation, and when should a company run one?
An internal investigation is a private fact-finding exercise run when a company suspects fraud, bribery, accounting problems or misconduct. A company should consider one as soon as there is credible evidence, before regulators or auditors ask. Running it through lawyers helps protect the findings under legal privilege.
Do I need my own lawyer if my company is under investigation?
Often, yes. The company’s lawyers act for the company, whose interests may differ from yours as a director or officer. Independent counsel protects you personally, including at interviews. ML Chambers’ directors have represented individual directors in major investigations, including matters linked to a S$1.5 billion nickel trading fraud.
Is what I tell my lawyer during an investigation confidential?
Generally, yes. Legal advice privilege protects confidential communications made to get legal advice. Litigation privilege protects material prepared mainly for legal proceedings that are contemplated or under way. Privilege can be lost if documents are shared carelessly, so structure the investigation properly from day one.
How should a company handle a whistleblowing complaint?
Take it seriously, protect the whistleblower’s identity, and don’t retaliate. Preserve records at once. Have an independent party assess the complaint, often the audit committee working with external lawyers, to decide whether a formal investigation is needed.
What are a board's responsibilities for oversight and risk?
The board must oversee management, set up proper controls and act on red flags. It must do this without stifling the business risk that growth needs. Directors who ignore warning signs can be personally exposed if things go wrong. Our director Mark Lee discussed where board oversight meets entrepreneurial risk in The Business Times.
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Should a company's chairman and CEO be the same person?
Singapore’s Code of Corporate Governance encourages listed companies to separate the roles, or to have a strong independent element on the board where they are combined. Combined roles concentrate power and raise conflict-of-interest risks. Our director Mark Lee debated this issue on MoneyFM 89.3.
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Can a regulatory investigation lead to personal liability for directors?
Yes. Findings can lead to fines, disqualification or criminal charges under laws such as the Companies Act and the Securities and Futures Act. They can also be used by shareholders, liquidators or creditors to bring civil claims, so a director’s personal exposure can come from several directions. Advice at the investigation stage should cover the regulatory, criminal and civil risks together.
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What corporate governance rules apply to companies in Singapore?
All companies must follow the Companies Act 1967, which covers directors’ duties, disclosure and meetings. Listed companies must also follow SGX Listing Rules and the Code of Corporate Governance on a “comply or explain” basis. Financial institutions have extra MAS rules. ML Chambers’ directors wrote the Singapore chapter of the Lexology Panoramic Guide on Corporate Governance 2026.
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仲裁咨询
What is arbitration, and how is it different from going to court?
Arbitration is a private process in which independent arbitrators, often chosen by the parties, decide the dispute. Their award is final and binding. Compared with court, it is usually confidential and the parties can pick decision-makers with industry expertise. There are very limited rights of challenge to an arbitral award.
Why is Singapore chosen for international arbitration?
Singapore offers neutral and supportive courts, a modern arbitration law (the International Arbitration Act 1994) and the Singapore International Arbitration Centre (SIAC). Awards made here can be enforced in more than 170 countries under the New York Convention. Parties from Asia, Europe and beyond often choose Singapore even when neither side is Singaporean.
How much does an SIAC arbitration cost?
Costs depend on the amount in dispute, the number of arbitrators, the SIAC’s administrative fees and legal fees. SIAC publishes a fee schedule and cost calculator based on the sum in dispute. The winning party is often awarded part of its costs. Early case strategy and, where available, expedited procedures help control costs.
How long does an arbitration take in Singapore?
A typical international commercial arbitration takes about 12 to 24 months from start to final award. Smaller or simpler cases may qualify for SIAC’s expedited procedure, which aims for an award within about six months. Complex, multi-party cases can take longer.
Can I get urgent relief before the arbitration starts?
Yes. Under the SIAC Rules you can apply to an emergency arbitrator for urgent interim relief, such as an order stopping the other side from moving assets. The Singapore courts can also grant interim orders in support of arbitration. Speed matters when assets can move across borders quickly.
Can I appeal or set aside an arbitration award in Singapore?
There is no appeal on the merits in most international arbitrations. You can apply to the High Court to set aside an award only on narrow grounds, such as a breach of natural justice, the tribunal exceeding its powers, or a conflict with public policy. The application must generally be made within three months of receiving the award.
How do I enforce an arbitration award in another country?
Most countries have signed the New York Convention, which requires their courts to enforce foreign arbitral awards with only limited exceptions. You apply to a court where the losing party has assets, filing the award and the arbitration agreement. Coordinating local counsel with the Singapore team is key.
Will the Singapore courts support my arbitration?
Generally, yes. Singapore’s courts are known for their pro-arbitration stance. They enforce arbitration agreements, grant interim relief to support arbitrations, and enforce awards, intervening only on narrow grounds. ML Chambers’ directors wrote the Singapore chapter of Global Legal Insights 2026 (Litigation & Dispute Resolution), which covers the courts’ approach to arbitration.
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Can shareholder and joint venture disputes be arbitrated?
Generally, yes, if the shareholders’ or JV agreement has an arbitration clause. Minority oppression claims are generally arbitrable in Singapore. Remedies that affect third parties, such as winding up the company, still need the court. Careful drafting of the clause decides which forum hears which issue.
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What international arbitrations has ML Chambers handled?
ML Chambers’ directors have acted in arbitrations covering construction, commercial contracts, oil and gas, investments and shareholder disputes. Examples:
- an SIAC arbitration for a German co-founder in a shareholder dispute
- a debt assignment dispute worth over EUR 110 million between an Indian listed company and a Swiss entity (ICAC)
- an SIAC shipbuilding dispute between an oil and gas company and a Chinese entity
Our director Mark Lee spoke at Global Arbitration Review (GAR) Live Asia-Pacific 2026.
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上诉代理和辩护
How long do I have to file an appeal in Singapore?
Not long. For most civil appeals from the High Court, you must file and serve a notice of appeal within 28 days of the decision. Where permission to appeal is needed, you must apply within 14 days. The court can extend time, but only for good reason. Get advice as soon as judgment is given because the timelines for appeal vary from case to case and the above are rough indications of the norm.
Do I need permission to appeal?
Sometimes. Permission is needed for certain decisions, such as some procedural orders and lower-value claims or to Singapore’s apex court, Court of Appeal. To get it, you usually need to show a question of general importance, a real error, or a risk of injustice. Your lawyer can tell you quickly whether permission is needed and how strong the grounds are.
Which court will hear my appeal?
The Court of Appeal is Singapore’s highest court. The Appellate Division of the High Court hears many civil appeals from the General Division of the High Court. Appeals from the State Courts and Family Justice Courts go to the High Court or its Family Division. The right court depends on the type and value of the case.
Can I appeal if I think the judge got it wrong?
You need more than disagreement. An appeal court will usually interfere only if the judge made an error of law, applied the wrong principles, or reached findings of fact the evidence could not support. Appeals against findings of fact are generally harder arguments to make.
Can I bring new evidence on appeal?
Only in limited cases. Generally, you must show that the evidence could not reasonably have been obtained for the trial, that it would probably have made an important difference, and that it is credible. Appeals are decided mainly on the trial record from the court below.
How long does an appeal take in Singapore?
Many civil appeals are heard within about six months to a year of the notice of appeal, depending on the court and how complex the case is. Both sides file written cases or submissions first, which will be ventilated by oral submissions at a hearing. There are no more evidential trials. The court may render its decision on the day of the hearing itself or issue a written judgment later.
Can I change lawyers for my appeal?
Yes. Many clients bring in fresh counsel for an appeal, to get an independent view and new arguments. New counsel reviews the judgment and the trial record to find the strongest grounds, working with or replacing the trial team.
What happens if I lose my appeal?
You will usually be ordered to pay part of the other side’s legal costs of the appeal. In some cases you may be able to take the case further, for example from the Appellate Division to the Court of Appeal with permission. A frank early assessment helps you weigh the risk before appealing.
Does filing an appeal stop the other side from enforcing the judgment?
Not automatically. An appeal does not by itself stop enforcement. You must apply for a stay of execution, and the court may require conditions such as paying the judgment sum into court. Apply promptly if you need a stay.
What appeals does ML Chambers handle?
ML Chambers’ directors handle civil, matrimonial, criminal and regulatory appeals at all levels of the Singapore courts. Examples include appeals for a corporate group in construction and defamation matters, shareholder dispute appeals involving breach of settlement, and a matrimonial appeal involving assets of more than S$30 million. Our company-law focus is particularly relevant to appeals in shareholder and director disputes. Our directors also authored the Singapore chapter of Global Legal Insights 2026 on litigation and dispute resolution.
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债务追偿/债务重组与破产咨询
How do I recover a debt someone owes me in Singapore?
Start with a formal letter of demand setting a deadline. If that fails, you can sue to get a judgment and then enforce it. If the debt is undisputed, you can serve a statutory demand, which can lead to winding up (for a company) or bankruptcy (for an individual). The best route depends on the amount, whether the debt is disputed, and where the debtor’s assets are.
What is a statutory demand, and how long does the debtor have to pay?
A statutory demand is a formal demand under the Insolvency, Restructuring and Dissolution Act 2018 (IRDA) for an undisputed debt, generally of at least S$15,000. A company generally has three weeks to pay, secure or settle it. If it doesn’t, it is presumed unable to pay its debts, and the creditor can apply to wind it up. For individuals, an unpaid statutory demand can support a bankruptcy application.
How do I stop a statutory demand or winding-up application against me?
Act fast. An individual who wants to set aside a statutory demand must generally apply to court within 14 days of being served, or 21 days if served outside Singapore. Common grounds are that the debt is genuinely disputed, or that there is a valid counterclaim or set-off. Companies can also resist a winding-up application on similar grounds. ML Chambers’ directors regularly act for individuals and companies resisting bankruptcy and contested liquidations.
What is the minimum debt for bankruptcy in Singapore?
A creditor can generally apply to make an individual bankrupt only if the debt is at least S$15,000 and the debtor is presumed unable to pay, usually because they have not complied with a statutory demand. Debtors facing smaller debts, or who want to avoid bankruptcy, may be able to propose a voluntary arrangement or a payment plan.
What is a moratorium, and how can it protect my company?
A moratorium is a court order that temporarily stops creditors from suing or enforcing against a company. It gives the company room to work out a restructuring plan, such as a scheme of arrangement.
What duties do directors owe creditors when a company is in financial trouble?
When a company is insolvent or close to it, directors must take creditors’ interests into account, not just shareholders’. Meeting that duty does not protect a director who breaches other duties at the same time. Directors can also be personally liable for fraudulent or wrongful trading. Get advice early if the company cannot pay its debts.
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What is judicial management?
Judicial management is a court-supervised rescue process under the IRDA. An independent judicial manager takes over a struggling company to try to save it, or to get a better result for creditors than liquidation would. While it is under way, a moratorium generally stops creditors from taking legal action against the company.
Can a liquidator reverse payments made before a company collapsed?
Yes, in some cases. A liquidator or judicial manager can apply to set aside “unfair preferences” (favouring one creditor over others) and “transactions at an undervalue” made within set periods before insolvency. The court can order the money or assets to be returned.
How can I trace and freeze assets hidden overseas?
Courts can grant freezing orders (Mareva injunctions) to stop assets being moved, and disclosure orders to find out where they went. Judgments or awards can then be enforced where the assets are. Forensic accountants help follow or trace the money or assets. ML Chambers’ directors work with forensic experts on cross-border asset tracing.
Can a foreign judgment be enforced in Singapore?
Often, yes. Judgments from certain countries can be registered under the Reciprocal Enforcement of Foreign Judgments Act. Some are covered by the Choice of Court Agreements Act. Others can be enforced by bringing a fresh claim on the judgment.
商业协议/交易咨询
Do I need a shareholders' agreement in Singapore?
If your company has more than one owner, almost certainly yes. A company’s constitution covers the basics, but a shareholders’ agreement is a private contract that can give you protections the constitution cannot, and it can only be changed with everyone’s consent. It is much cheaper to agree the rules now than to litigate over them later.
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What should a shareholders' agreement include?
Key terms of a shareholders’ agreement usually include:
- board seats and how directors are appointed
- reserved matters that need everyone’s consent
- funding obligations
- restrictions on transferring shares, and pre-emption rights
- deadlock resolution
- exit routes, such as buy-sell clauses
- governing law and a dispute resolution forum, such as SIAC arbitration
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What are tag-along and drag-along rights?
A tag-along right lets minority shareholders join a sale on the same terms when the majority sells. A drag-along right lets the majority require the minority to sell too, so a buyer can acquire 100% of the company. Both are standard in shareholders’ agreements and matter a great deal on an exit.
How can I protect myself as a minority investor?
Negotiate protections before you invest. These include a board seat or observer right, veto rights over key decisions, information rights, pre-emption rights against dilution, tag-along rights and a clear exit or put option. Without them, you may have to rely on court remedies for oppression, which are slower and less certain.
What should a cross-border joint venture agreement cover?
Beyond the usual shareholder terms, a cross-border JV should deal with foreign ownership rules, tax, currency, local regulatory approvals and which country’s courts or arbitration seat will decide disputes. ML Chambers’ directors have structured cross-border joint ventures, including a Singapore-law JV for a solar project in Myanmar and a JV for a German ship management business.
Can a foreigner own 100% of a Singapore company?
Generally, yes. Most sectors allow full foreign ownership. There are exceptions in regulated areas such as some financial services, media and certain property, which need licences or have ownership limits. Every Singapore company must have at least one director who is ordinarily resident in Singapore.
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What business structure should a foreign investor use in Singapore?
The most common vehicle is a private limited company, which gives limited liability and a separate legal personality. Other options include a branch or representative office of a foreign company, or a variable capital company (VCC) for funds. The right choice depends on liability, tax, control and exit plans. Due diligence before acquiring or incorporating is key.
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Which company decisions need shareholder approval in Singapore?
Directors run the business day to day, but some decisions must go to shareholders. These include changing the constitution, issuing new shares (subject to any general mandate), reducing capital, and disposing of all or substantially all of the company’s assets. A shareholders’ agreement can add more reserved matters.
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Should every shareholder get a board seat?
Not necessarily. Board seats don’t have to follow shareholding percentages. A shareholders’ agreement can set custom rules on who appoints directors, for example one seat per major investor or a seat triggered by a minimum stake. Getting this right early prevents fights over control.
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How should founders plan for business succession?
Set out in advance what happens to a founder’s shares on exit, incapacity or death. Useful tools include buy-sell clauses, transfer restrictions, call and put options, and insurance-funded buy-outs, such as key person or cross-purchase plans. Mark Lee discussed this in a podcast on founders and business continuity. ML Chambers’ directors have advised on call option agreements worth over S$10 million and on restructuring minority shareholdings worth US$103 million.
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商业诉讼
How do I start a lawsuit against a company in Singapore?
Usually you begin by sending a letter of demand setting out your claim. If that doesn’t resolve it, you file an originating claim in the State Courts or the High Court, depending on the amount. The other side files a defence. The parties then exchange documents and evidence, and the case moves to trial unless it settles. Under the Rules of Court 2021, the courts expect parties to consider settlement early.
How long does a court case take in Singapore?
Simpler claims can be resolved within months, particularly if they settle. A contested High Court trial commonly takes one to two years from filing to judgment, and appeals add time. Singapore’s courts use technology and active case management to keep cases moving.
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What is the time limit to sue in Singapore?
For most contract and tort claims, the general limit is six years from when the claim arose, under the Limitation Act 1959. Some claims have different or shorter periods, and some run from when you discovered the problem. Don’t wait: evidence fades and delay can weaken your case.
How much does it cost to sue in Singapore, and can I recover my legal fees?
Costs depend on the complexity of the case, the number of parties, and whether it goes to trial. The winning party is usually awarded part, but rarely all, of its legal costs. A clear strategy from the start, including when to settle, is the best way to control costs.
Should I try mediation before going to court?
Usually, yes. Singapore courts expect parties to consider amicable resolution, and an unreasonable refusal can affect costs. Mediation, for example at the Singapore Mediation Centre, is confidential, quicker and cheaper than trial, and can preserve business relationships.
What is a Mareva injunction (freezing order)?
A Mareva injunction is an urgent court order that stops a party from moving or disposing of assets until the case is decided. It can cover assets in Singapore and, in some cases, worldwide. You must show a good arguable case and a real risk that assets will be dissipated. It is often sought without notice to the other side.
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Can I sue the owners of a company personally?
Usually not. A company is a separate legal person, so its owners are generally not liable for its debts. In exceptional cases, such as fraud, a sham company, or a company used to dodge legal obligations, the court may “lift the corporate veil” and hold the people behind it responsible. Statutes on fraudulent and wrongful trading can also create personal liability.
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What should I expect if I have to give evidence in court?
You will usually give your main evidence in a written statement, then be cross-examined by the other side’s lawyer in court. Preparation matters: know your documents, answer only what is asked, and stay calm.
Can a witness give evidence from overseas by video link?
Sometimes, with the court’s permission. The normal rule is that witnesses attend in person. Under section 62A of the Evidence Act, the court can allow video-link testimony, usually where the witness genuinely cannot travel rather than simply prefers not to. Parties to the case face a stricter standard than independent witnesses.
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Can I sue a foreign company or person in Singapore?
Often, yes, if there is a proper basis, such as a Singapore jurisdiction clause or the dispute bearing strong connections to Singapore. You may need the court’s permission to serve the claim abroad. International commercial cases can also go to the Singapore International Commercial Court (SICC).