Navigating Corporate Veil Lifting in Cross-Border Contracts: Insights from [2024] SGCA 15

Navigating Corporate Veil Lifting in Cross-Border Contracts: Insights from [2024] SGCA 15

In a landmark decision, the Singapore Court of Appeal addressed pivotal issues concerning the lifting of the corporate veil in cross-border contracts in the case Nicholas Eng Teng Cheng v Government of the City of Buenos Aires ([2024] SGCA 15). This case is crucial for legal practitioners and corporations involved in international trade and corporate structuring. Here, we dissect the court’s reasoning and implications for the proper law governing corporate veil lifting.


The case revolved around the appropriate law to govern the lifting of the corporate veil of a Singapore-incorporated company engaged in a contract governed by foreign law. The appellant, Nicholas Eng Teng Cheng, contested the High Court’s decision to hold him personally liable for the debts of HN Singapore Pte Ltd under Argentine law, the governing law of the contract.


HN Singapore, incorporated with a paid-up capital of S$1, entered into a contract with the Government of the City of Buenos Aires to supply COVID-19 test kits. The respondent alleged breach of contract due to non-delivery, seeking to lift the corporate veil and hold the appellant personally liable.

Key Issues

  1. Proper Law for Veil Lifting: Should the law of the contract or the law of incorporation govern the lifting of the corporate veil?
  2. Applicability of Singapore Law: Whether Singapore law supports lifting the corporate veil in this context.

Court’s Analysis

  1. Law of Incorporation vs. Law of Contract: The Court of Appeal emphasized that the law of incorporation, in this case, Singapore law, should govern corporate veil lifting. The rationale is that a company’s separate legal personality is intrinsically tied to its incorporation laws, providing a consistent legal framework regardless of varying contractual obligations.
  2. Separate Entity Principle: The principle that a company is a separate legal entity from its members is foundational in corporate law, ensuring predictability and stability. Exceptions to this principle, such as fraud or improper conduct, must be well-established under the law of incorporation.
  3. Judicial Discretion: While the law of incorporation generally applies, courts may resort to the law of the forum or other appropriate laws if justice necessitates. This flexibility prevents misuse of corporate structures to evade legal obligations.


The Court of Appeal concluded that Singapore law should apply, under which the corporate veil of HN Singapore could not be lifted. The appellant was not personally liable for the company’s debts as none of the grounds for veil lifting under Singapore law were met. The court underscored that the separate legal entity doctrine should not be easily disregarded unless clear evidence of misuse is presented.

Implications for Legal Practice

  1. Cross-Border Contracts: Legal practitioners must meticulously consider the incorporation laws of entities involved in cross-border contracts, especially concerning potential liabilities and corporate veil issues.
  2. Corporate Structuring: Companies should ensure adequate capitalization and transparency to avoid allegations of misuse that could lead to personal liability for corporate debts.
  3. Legal Precedent: This decision sets a significant precedent for future cases involving cross-border commercial disputes and the application of corporate veil principles.


The Nicholas Eng Teng Cheng v Government of the City of Buenos Aires case highlights the importance of understanding the interplay between incorporation laws and contractual obligations in international trade. By affirming the primacy of the law of incorporation in corporate veil issues, the Court of Appeal has provided clarity and reinforced the stability of corporate legal structures. This decision is a critical reference for legal professionals navigating the complexities of cross-border corporate law.

For more detailed insights and implications of this landmark decision, visit IRB Law’s corporate litigation page. Our team of experienced lawyers is here to guide you through the nuances of corporate law and international commercial disputes.

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