When a minority shareholder believes the majority is bleeding value out of the company — paying themselves excessive remuneration, diverting business opportunities, issuing shares to dilute the minority, or refusing to hold meetings — the headline remedy under Section 216 of the Companies Act 1967 is a buy-out order or a winding-up order. But those final remedies can take 18 months or more. By then, the damage may be done.
The interim injunction is the bridge. It is a court order issued at the start of a Section 216 case (or even before the writ is filed) to freeze the status quo while the underlying claim proceeds. This 2026 guide walks through when interim injunctions are granted, how to apply for one, and what they can — and cannot — do.
What Is an Interim Injunction
An interim injunction is a court order that requires a party to do or refrain from doing a specified act, granted on an interim basis pending final determination of the main claim. In Section 216 proceedings, common interim orders include:
- Restraining the company from declaring a particular dividend.
- Restraining the company from issuing or allotting new shares.
- Restraining the disposal of a major company asset.
- Restraining a director from drawing a particular salary or fee.
- Ordering the company to convene a meeting it has refused to hold.
- Restraining the company from amending its constitution.
The injunction is not a finding that the conduct is oppressive. It is a protective tool to make sure the eventual remedy is not rendered hollow by the time the case ends.
Legal Basis
The High Court’s power to grant interim injunctions comes from paragraph 14 of the First Schedule to the Supreme Court of Judicature Act 1969 and Order 13 of the Rules of Court 2021. In Section 216 cases specifically, the substantive jurisdiction comes from Section 216(2)(a) of the Companies Act 1967, which empowers the court to make “such order as it thinks fit” — including interim orders.
Procedurally, the application is made by summons in the existing Section 216 originating application, supported by affidavits.
The Three-Stage Test
The Singapore courts apply the well-established American Cyanamid framework, refined for the local context in cases such as Maldives Airports Co Ltd v GMR Male International Airport Pte Ltd [2013] SGCA 16:
- Serious question to be tried — the applicant must show a real, not frivolous, prospect of success on the merits. The threshold is low; the court does not try the case at this stage.
- Balance of convenience — would the harm to the applicant if the injunction is refused outweigh the harm to the respondent if the injunction is granted?
- Adequacy of damages — would damages be an adequate remedy for either side? In Section 216 cases, the answer is usually no for the minority — once shares are diluted or assets stripped, money rarely repairs the harm.
Who Can Apply
The applicant must be a person with standing to bring the underlying Section 216 claim. That means:
- A member of the company (Section 216(1)(a)).
- A person to whom shares in the company have been transmitted by operation of law (Section 216(1)(b)) — for example, the estate of a deceased shareholder.
- The Minister, in limited circumstances (Section 216(1)(c)).
How to Apply: Step by Step
- File the underlying Section 216 application as an originating application in the General Division of the High Court. The Order 24 of the Rules of Court 2021 governs originating applications.
- File a summons seeking interim relief, supported by affidavit evidence setting out the alleged oppressive conduct and the urgency.
- Serve the summons on the respondents — usually the company and the controlling directors. Service must comply with Order 7 of the Rules of Court 2021.
- Inter partes hearing — both sides appear and argue. The court may make orders the same day or reserve judgement.
- Where the matter is truly urgent (e.g. about to lose a key asset), apply ex parte (without notice). Strict duty of full and frank disclosure applies. Ex parte orders typically last 7 to 14 days, with a return date for an inter partes hearing.
Documents and Evidence Required
| Document | Purpose |
|---|---|
| Originating application (Form 8) | The substantive Section 216 claim |
| Summons for interim relief | The injunction application itself |
| Affidavit-in-support | Sets out facts, urgency, oppressive conduct, irreparable harm |
| Exhibits | Board minutes, financial statements, correspondence, BizFile |
| Undertaking as to damages | Applicant must usually undertake to compensate the respondent if the injunction was wrongly granted |
| Skeletal arguments | Outlining the legal basis and the three-stage test analysis |
Timeline and Costs
| Stage | Typical timeline | Indicative cost |
|---|---|---|
| Drafting and filing | 1 to 2 weeks (or 1 to 3 days for emergencies) | S$10,000 – S$30,000 |
| Ex parte hearing (if needed) | Same day to 1 week | S$5,000 – S$15,000 |
| Inter partes hearing | 2 to 4 weeks after filing | S$15,000 – S$40,000 |
| Total for full interim phase | 1 to 3 months | S$30,000 – S$80,000 |
Costs vary significantly depending on the firm’s seniority, hours expended and the complexity of the supporting financial evidence. The losing party usually pays the winning party’s costs on a standard basis.
What Happens If the Injunction Is Granted
The order takes effect immediately. Breach is contempt of court, punishable by fines and (in extreme cases) imprisonment. The order remains in force until the final disposal of the Section 216 application or until the court varies or discharges it.
Either party can apply to vary or discharge the order if circumstances change — for example, if the respondent provides security or undertakings that satisfy the court that the status quo is now safe without the injunction.
What Happens If the Injunction Is Refused
The underlying Section 216 application still proceeds. The minority must rely on the final order at trial. For tactical reasons, some applicants treat a refused injunction as a signal to settle — but the strength of the substantive case is what truly matters.
For the broader Section 216 remedies, see our guides on discount for minority shares in a Section 216 buy-out, buy-out orders in Section 216 cases, and just and equitable winding up vs Section 216.
Frequently Asked Questions
Can I get an interim injunction before I file the Section 216 application?
Yes, in genuine emergencies. The court can grant pre-action injunctive relief under Order 13 r.1(3) of the Rules of Court 2021, with an undertaking to file the substantive claim promptly (usually within 7 days).
Do I need an undertaking as to damages?
Yes, almost always. The court treats the undertaking as a condition of the injunction. Where the applicant cannot reasonably afford to backstop the undertaking, the court may require security.
Can the injunction restrain directors from holding any board meetings?
The court will rarely interfere with the company’s ordinary management. Injunctions usually target specific transactions or resolutions, not management as a whole.
Will an injunction affect my employment with the company?
Not directly. Employment claims are separate from Section 216 oppression claims, though they often run in parallel.
Can the company pay legal fees out of its own funds?
If the directors’ personal interests are being defended, the court can restrain the company from paying those costs from company funds. Independent counsel and segregated funding are often necessary.
Need Help With This Matter?
If your company is facing this situation, Raffles Corporate Services can assist with the groundwork — ACRA filings, compliance documentation, and coordinating with experienced Singapore law firms. For matters requiring court proceedings, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
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This article is for general information only and does not constitute legal advice. For advice specific to your situation, please consult a qualified Singapore Advocate and Solicitor.
— The Editorial Team, Raffles Corporate Services
References: Companies Act 1967 · Supreme Court of Judicature Act 1969 · Singapore Courts · Just Follow Law