1 Recognition was granted by the Court in respect of the liquidation of the subject South African company, Mirror Trading International (Pty) Ltd (in liquidation) (“MTI”), as foreign main proceedings, with reliefs granted, according to the UNCITRAL Model Law on Cross-Border Insolvency (the “Model Law”) as adopted in Singapore by way of s 252 and the Third Schedule of the Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) (the “IRDA”). These grounds record the application and the decision granting recognition and relief in respect of the South African liquidation for the benefit of the insolvency and restructuring community.

2 MTI, a cryptocurrency trading platform, was incorporated in South Africa in 2019. ¹ In 2020, South Africa’s Financial Sector Conduct Authority (“FSCA”) investigated MTI’s business, finding that MTI was not licensed to conduct financial services and that its activities were illegal. It was found that MTI operated a fraudulent Ponzi-like investment scheme. The sole director and CEO of MTI prior to its liquidation, Mr Cornelius Johannes Steynberg (“Mr Steynberg”), fled to Brazil and was arrested there in 2021, but had died by April 2024. ²

3 A run of withdrawals beset MTI. An application for compulsory liquidation was filed by an investor, which was granted in December 2020 under the South African Companies Act. ³ A final liquidation order was made by the South African court on 30 June 2021, with various joint liquidators appointed. Subsequently, additional co-liquidators were added. ⁴ It should be noted that as one of the initially appointed liquidators passed away in 2025, before this present application was filed, leave was granted at the hearing before the South African court to remove his name from the application. ⁵ The applicants similarly made an oral application at the hearing before me to file an amended originating application to remove him as an applicant.

4 The liquidators pursued recognition of the South African liquidation in various jurisdictions, including the USA, Belgium, Canada, Namibia, Australia, the UK, Botswana, Brazil, Japan, Spain, Mauritius, Switzerland and Sweden, seeking to satisfy the claims and to investigate the affairs of MTI. ⁶ 29 potential defendants for various avoidance actions were identified in Singapore, with the possible claims amounting to about S$22 million or so. ⁷ Recognition of the liquidation and relief were thus sought in Singapore. Notice was given to the creditors, including the potential defendants in Singapore; no objections were received from any creditors, nor did any indicate an intention to attend.

5 The legislative framework is laid down by s 252 and the Third Schedule of the IRDA, which implements the Model Law. Under Article 15(1) of the Model Law, a foreign representative may apply to the court for recognition of the foreign proceeding in which the foreign representative has been appointed. Various procedural requirements are also specified. The specific issues pursuant to Article 15 are:

The next question is whether the foreign proceedings are foreign main proceedings, which would qualify for automatic reliefs. To so qualify, it must be shown that the foreign proceedings take place in the centre of main interests (“COMI”) of the debtor, under Article 17(2)(a) of the Model Law. Reliefs are then granted under Articles 20 and 21. The question of standing under Article 23 also comes into play. The Court will also consider if any public policy reasons exist against recognition and assistance.

6 The question here is really whether the South African proceeding is a relevant proceeding under the Model Law. There is no question that South Africa is a foreign state. Article 2(h) of the Third Schedule to the IRDA stipulates that a foreign proceeding is a collective judicial or administrative proceeding in a foreign state.

7 Guidance was given in Ascentra Holdings, Inc (in official liquidation) v SPGK Pte Ltd [2023] 2 SLR 421 (“Ascentra Holdings”) at [29], where the Court of Appeal held that there were five requirements for a proceeding to qualify as a “foreign proceeding”:

8 Again, guidance was given in Ascentra Holdings as to what constitutes a collective proceeding (at [104]–[105]):

(a) it concerns all creditors of the debtor generally, and is not instigated at the request and for the benefit of a single secured creditor;

(b) a key consideration is whether substantially all of the debtor’s assets and liabilities are dealt with in the proceeding; and

(c) whether the rights and obligations of all creditors are considered.

9 The South African liquidation meets the requirements. These proceedings appear to be very similar to liquidation in Singapore. It is a compulsory liquidation commenced pursuant to an order of the South African court under Chapter 14 of the South African Companies Act. It operates as a collective proceeding for the benefit of all of MTI’s creditors. The liquidators are charged with the administration of all of MTI’s assets and the adjudication of all creditor claims. ⁸ The South African liquidation is not instigated for the benefit of just a single creditor, but for the collective benefit of all.

10 The South African liquidation was commenced in and is supervised by the High Court of South Africa at Cape Town. ⁹ The South African court, being a superior court of record, clearly meets this requirement.

11 The South African liquidation is conducted under a law relating to insolvency, namely Chapter 14 of the South African Companies Act. While the South African Companies Act has since been repealed, the relevant provisions continue to apply to MTI’s liquidation by virtue of the applicable transitional provisions. ¹⁰ I was also satisfied that the property and affairs of MTI are subject to control and supervision by the South African court, as evidenced by the extensive creditor claims process being overseen by the liquidators under the supervision of the Master of the High Court of South Africa. ¹¹ The liquidation is also clearly for the benefit of its creditors, as it is an insolvency proceeding in South Africa in which the company’s property and affairs are subject to the control and supervision of the South African courts pursuant to a compulsory liquidation order. ¹²

12 The liquidators fall within the definition of “foreign representative” in Article 2(i) of the Third Schedule to the IRDA, being persons authorised in a foreign proceeding to administer the reorganisation or the liquidation of the debtor’s property or affairs or to act as a representative of the foreign proceeding. The liquidators are persons authorised in the South African liquidation to administer the liquidation of MTI. They were appointed pursuant to an order by the South African courts, and their conduct is subject to the supervision of the Master of the High Court of South Africa. ¹³

13 The various other procedural requirements under Article 15 have also been met, including, among others, the certification of the final liquidation order and certification of the appointment of the liquidators.

14 I was satisfied that the COMI of the company was South Africa, and accordingly that the South African liquidation was a foreign main proceeding under the Model Law.

15 The COMI is determined as at the date of the recognition application ¹⁴ (Re Zetta Jet Pte Ltd (Asia Aviation Holdings Pte Ltd, intervener) [2019] 4 SLR 1343 (“Re Zetta Jet (No. 2)”) at [59]).

16 The presumption under Article 16(3) is that the COMI is where its registered office is (Re Fullerton Capital Ltd (in liquidation) [2024] SGHC 155 (“Re Fullerton (HC)”) at [54], confirmed on appeal in Re Fullerton Capital Ltd (in liquidation) [2025] 1 SLR 432 (“Re Fullerton (CA)”) at [45], [49] and [56]). This presumption can be displaced by various COMI factors, which are to be objectively ascertainable by third parties and have some degree of permanence (Re Zetta Jet (No. 2) at [64]–[66]; Re Fullerton (CA) at [71]).

17 Here, MTI’s registered office is in South Africa. On the face of it, South Africa is the COMI. There is nothing to rebut this presumption. On the contrary, the various factors reinforce the conclusion that the COMI is South Africa. At all material times before MTI’s liquidation, Mr Steynberg was a resident of South Africa. MTI held bank accounts exclusively with South African banks. All shareholders, members of management, directors and employees of MTI were citizens of or resident in South Africa. The investment agreement between MTI and its investors was governed by the laws of South Africa, with South African jurisdiction agreed for any legal actions. The shareholders’ agreement was likewise governed by South African law and provided for arbitration in South Africa.

18 I was thus satisfied that the COMI was South Africa.

19 Accordingly, I granted recognition of the South African liquidation as a foreign main proceeding under Article 17(2)(a) of the Model Law. The stay and suspension of proceedings under Article 20(1) kicked in automatically. Article 21(1)(d) grants to the liquidators the power to examine witnesses, take evidence, and obtain delivery of information. The application for specific orders against specific persons may be made by the liquidators at the appropriate juncture.

20 The liquidators also sought an order under Article 21(1)(e) of the Model Law allow them to administer and release of all or any part of MTI’s property located in Singapore. I granted this relief, subject to the important requirement that no assets or proceeds thereof may be repatriated without the leave of court.

21 The liquidators sought an order that they have standing to make applications to the Singapore Court under Article 23(1) of the Model Law for orders under or in connection with various forms of avoidance or clawback action under the IRDA and the Companies Act. Article 23(1) provides that a foreign representative has standing to initiate avoidance actions that are available under Singapore law to a liquidator. As recognition was granted in respect of the South African liquidation as a foreign main proceeding, the liquidators satisfy the threshold requirement under Article 23(1). Standing was accordingly granted.

22 No issue of public policy arose.

23 Recognition and relief were thus granted on the bases above. The South African liquidation was recognised as a foreign main proceeding, with the automatic stay under Article 20(1) applying, reliefs granted under Article 21, and standing to bring avoidance actions under Article 23(1) conferred on the liquidators.