SIAC introduces the new Restructuring and Insolvency Arbitration Protocol

One of the issues that have given rise to the most heated debates in international business law in recent years is the interplay between the legal regimes governing arbitration and insolvency proceedings. The tension arises from two – at times competing – public policy objectives: (i) respect for contractual autonomy when parties have chosen to resolve their disputes through arbitration, and (ii) the protection of the general interest of creditors as a class, when a company becomes insolvent.

On 26 August 2025, the Singapore International Arbitration Centre (“SIAC”) took a step to resolve this tension when it launched its Restructuring and Insolvency Arbitration Protocol (“RIA Protocol”). The RIA Protocol introduces a mechanism for parties to arbitrate matters and disputes arising in the context of restructuring, adjustment of debts, or insolvency, at the SIAC. The RIA Protocol is accompanied by a guidance note for parties to arbitration and tribunals, model clauses (which offer standardised language for arbitration clauses) and a specialist panel of arbitrators.

Key features

The RIA Protocol adapts the SIAC Rules in order to make the arbitral procedure simpler and quicker than for other commercial arbitrations. This is prompted by a concern that typical procedural arrangements might be too complex, prolonged or expensive in the insolvency context, where time will often be of the essence in order to preserve ailing companies or facilitate the winding down of an insolvent entity.

Key timelines in the arbitral process (e.g. to file a Response to the Notice of Arbitration, for parties to appoint the arbitrator(s) etc.) are truncated, and by default the tribunal must render its final award within six months of its constitution. The tribunal must convene a case management conference within seven days of its constitution to set a timetable, identify potential interlocutory applications, consider the joinder of third parties, consider potential jurisdictional challenges and discuss the possibility of mediation. If parties wish to attempt mediation, they may seek a suspension of the arbitration proceedings for a period of three weeks in order to do so.

The truncated timeframes in the RIA Protocol reflect the similar approach adopted under the SIAC's “short form” Expedited and Streamlined Procedures.

The RIA Protocol also provides that by default, a sole arbitrator shall be appointed, Singapore shall be the default seat, and Singapore law shall be the default governing law of the arbitration.

Scope of the RIA Protocol

It is important to bear in mind that insolvency proceedings raise questions of public interest that have traditionally been the preserve of national courts. Similarly, the “national courts remain the final gatekeepers of the legal fitness of arbitral awards and processes” ("Standards in Need of Bearers: Encouraging Reform from Within" (Paper presented at the Chartered Instituted of Arbitrators, Singapore Centenary Conference, Singapore, 3 September 2015). Seen in this light, the role of the RIA Protocol is to supplement, without undermining, the role of national courts, and both the courts and arbitral tribunals will have complementary but distinct roles to play in insolvency-related disputes.

Under Singapore law and the laws of most jurisdictions, the subject matter of certain disputes cannot be determined by arbitration, due to public policy considerations (i.e. the disputes are ‘non-arbitrable'). For example, in Singapore, a liquidator or judicial manager cannot commence an arbitration to pursue avoidance claims (Larsen Oil and Gas Pte Ltd v Petroprod Ltd [2011] 3 SLR 414), and while a dispute over minority oppression or unfair prejudice is arbitrable, a tribunal cannot grant a winding-up order as a relief in arbitration (Tomolugen Holdings Ltd v Silica Investors Ltd [2016] 1 SLR 373). Although Singapore adopts a pro-arbitration stance, it is unlikely that the Singapore courts (or any other national courts) will depart from this well-established position on the non-arbitrability of core insolvency matters, since “liquidation is a process in which the greater public beyond the parties to the dispute have an interest” (Tomolugen).

Additionally, when a company enters into a restructuring or insolvency proceeding, an automatic stay on proceedings against the company kicks in, and the statutory proof of debt regime replaces the creditors' right to litigate or arbitrate their claims against the company. Parties cannot contract out of the applicability of this rule through an arbitration agreement (Larsen Oil). Instead, under Singapore law, parties have to seek an order from the Singapore courts for a carve-out of the arbitration claim from the statutory moratorium.

As such, the RIA Protocol will only be applicable when the subject matter of the dispute is arbitrable, when the claimant is seeking damages or an order other than a direct winding-up or judicial management order, or when the claim is carved out from the statutory moratorium.

Implications of the RIA Protocol

The RIA Protocol is the first of its kind, and despite the constraints on its scope of application, it could be used by parties in a number of scenarios.

Firstly, when there are complicated intercompany claims, or claims involving different governing laws and jurisdictional clauses, the RIA Protocol can provide the parties with a platform to resolve their claims efficiently through a single arbitration.

Secondly, when a company is in a restructuring or insolvency proceeding but a creditor’s claim is complex and disputed, the Singapore courts may be more willing to grant a carve-out from the statutory moratorium and the statutory proof of debt regime. In the recent case of Sapura Fabrication Sdn Bhd v GAS [2025] SGCA 13, the Singapore Court of Appeal held that “the adoption of the RIA Protocol may attenuate the court’s concern that the arbitration would cause undue delay, expense and distraction to the insolvency proceeding”.

Thirdly, there has been a string of recent cases where a creditor commenced a winding-up application against a company, only for the company to dispute the debt and seek a stay of the winding-up proceeding in favour of an arbitration. Different tests have been applied by common law courts to decide whether or not to grant a stay: under Singapore and Hong Kong law it suffices for the debtor to show that there is a prima facie valid arbitration agreement – see our previous updates: AnAn affirmed – Singapore court confirms arbitration agreements trump winding-up applications; Hong Kong Court of Appeal rules arbitration agreement trumps winding-up petition in insolvency. However, under English law the position was recently reversed by the Privy Council decision in Sian Participation Corporation (In Liquidation) v Halimeda International Ltd [2024] UKPC 16, which held that winding-up proceedings should only be stayed in favour of arbitration if a genuine and bona fide ‘triable issue’ can be shown.

Consent to apply the RIA Protocol can be given at the pre-dispute stage, during the course of restructuring proceedings, or on the recommendation of a court, insolvency professional or liquidator. It will be interesting to observe whether the adoption by parties of the RIA Protocol in their agreements might tilt the scales: if a debtor can show that parties expressly considered the RIA Protocol as a way to resolve their insolvency-related disputes, might this help to persuade courts that a stay of winding up proceedings should be ordered in favour of arbitration?

Finally, when a company commences an out-of-court restructuring and there is a dispute with the existence or quantum of a debt, parties could refer the dispute to an arbitration under the RIA Protocol. The confidential nature and truncated timelines of the arbitration could improve the odds of a successful restructuring.

Conclusion

The SIAC RIA Protocol is a new tool which further enhances Singapore's pre-eminent role as a business centre for dispute resolution and insolvency proceedings. It remains to be seen how widely the Protocol will be adopted by parties in their business dealings, and we will continue to monitor future developments arising from it.

Authored by Rob Palmer, Nick Williams, Wei Lun Koh, Shi Jin Chia, Hugo Petit, Amy Crowe.