Course

Master the Art of Dissolving Real Estate SPVs - Protect Your Investments and Minimize Liabilities

OVERVIEW

In Singapore, private residential housing developers frequently employ special purpose vehicles (SPVs) to obtain the benefits of separate legal personality and limited liability. These SPVs also help streamline joint ventures and manage the legal requirements outlined in the Housing Developers (Control and Licensing) Act 1965. But do you know how to appropriately dissolve SPVs? And do you know whether any legal liabilities persist after the SPVs are dissolved? 

Discover the ways to terminate SPVs and learn how to effectively wind down these entities to minimize future liabilities and protect the final distributions. 

Join us to gain expert insights, practical knowledge, and strategic advantages in utilizing SPVs for your housing projects. Make informed decisions, mitigate risks, and maximize returns with our targeted course designed specifically for real estate developers. 

TOPICS COVERED

• Latest legal framework, including: Insolvency, Restructuring and Dissolution Act 2018, Companies Act 1967 (Part 10, Division 4, Subdivision 5) and Limitation Act 1950
• Regulatory compliance requirements during and after SPV termination
• Case studies of successful and problematic SPV dissolutions in Singapore's real estate sector 
• Best practices for documentation and record-keeping to facilitate smooth SPV termination 

LEARNING OUTCOMES

• Master the intricacies of winding up developer SPVs in Singapore, including the legal procedures, timelines, and potential pitfalls unique to the real estate sector.
• Differentiate between striking off and winding up a developer SPV, understanding the implications of each method on ongoing projects, asset distribution, and future liabilities.
• Acquire practical knowledge on how to effectively terminate a real estate development SPV while minimizing legal liabilities and safeguarding the parent company from potential future claims related to completed projects.
• Gain insights from leading real estate dispute specialists into structuring real estate SPVs from the outset to facilitate smoother dissolution processes and minimize risks to the parent company.

TARGET AUDIENCE

• Property Investors
• Real Estate Developers
• Consultants and advisors who work with real estate developers
• Senior management and decision-makers in real estate companies who oversee project development and corporate structuring

KNOWLEDGE PARTNERS

Ling Tien Wah
Senior Partner, Dentons Rodyk & Davidson LLP
Tien Wah is the Head of the Real Estate Disputes practice and Co-Head of the Trust, Estates & Wealth Preservation/Family Office practice at Dentons Rodyk & Davidson LLP. Tien Wah is a specialist in real estate disputes. His experience covers the whole gamut of real estate matters ranging from all manner of landlord and tenant disputes, property disputes, adverse possession, easements, encroachment, collective sale applications/objections, and disputes under the Building Maintenance and Strata Management Act for/against management corporations or subsidiary proprietors. His civil and commercial litigation experience includes contested probate and estate claims, directors and shareholders’ disputes, employment disputes and contractual claims.

Terence Wah
Partner, Dentons Rodyk & Davidson LLP 
Terence is a partner in the Real Estate Disputes and Trust, Estates & Wealth Preservation/Family Office practice groups at Dentons Rodyk & Davidson LLP. Terence is also experienced in a wide range of other matters from contractual and tortious claims to claims involving company and insolvency issues. In the 2024 Benchmark Litigation review, client praised Terence as “very knowledgeable in estate and trust law”. Terence has represented both individual and corporate clients and has appeared as lead counsel for trials in both the State Courts and the High Court of Singapore and defended appeals at the High Court and the Court of Appeal, including in important land law cases such as one of the first successful breach of contract claims against managing agents in The Management Corporation Strata Title Plan No. 4375 v Smart Property Management (Singapore) Pte Ltd [2022] SGDC 38, the first case on the status of Stakeholding monies after the 6 year statutory limitation period in UOL Development (Dakota) Pte Ltd v Lau Soon and another [2020] SGDC 233, and the first local case on emergency adjournment of an MCST meeting in Chan Sze Ying v Management Corporation Strata Title Plan No 2948 (Lee Chuen T’ng, intervener) [2021] 1 SLR 841.

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