{ "metadata": { "analysis_of_arguments": "The applicant maintains that restoration is necessary to pursue contractual and damages claims arising from allegedly defective renovation works. He contends he is adversely affected by the striking off, has filed within time, and that the company was still operating through ongoing obligations. Mr Xie or other directors oppose restoration, claiming the company had ceased operations, carried no real assets, and that any potential claim lacks substance. The applicant disputes these arguments, insisting such factual and financial questions should be addressed at trial rather than at the restoration stage.", "bench": [ "The Hon\u0027ble Mr. Justice Goh Yihan" ], "case_number": [ "OA No. 533 of 2024" ], "cases_referred": [ "Fu Zhihui Alvin and another v Accounting and Corporate Regulatory Authority [2023] SGHC 177", "Re Asia Petan Organisation Pte Ltd [2018] 3 SLR 435", "Ganesh Paulraj v Avantgarde Shipping Pte Ltd [2019] 4 SLR 617", "Founder Group (Hong Kong) Ltd (in liquidation) v Singapore JHC Co Pte Ltd [2023] 2 SLR 554", "Xia Zheng v Lee King Anne [2021] SGHC 199", "Leong Quee Ching Karen v Lim Soon Huat and others [2023] 4 SLR 1133", "In re Lindsay Bowman Ltd [1969] 1 WLR 1443", "In re Wood and Martin (Bricklaying Contractors) Ltd [1971] 1 WLR 293", "Stanhope Pension Trust Ltd and another v Registrar of Companies and another [1994] 1 BCLC 628", "Re Blenheim Leisure (Restaurants) Ltd (No 2) [2000] BCC 821", "Witherdale Ltd and another v Registrar of Companies and others [2008] 1 BCLC 174", "Re BCB Environmental Management Ltd (in liquidation) [2020] 2 BCLC 525", "Standard Chartered Bank and another v Registrar of Companies [2022] 1 BCLC 528", "AD v AE [2004] 2 SLR(R) 505", "Tan Heng Khoon (trading as 360 VR Cars) v Wang Shing He [2024] SGHC 243", "Lye Yew Cheong v [2024] SGHC 270", "Tan Cheng Bock v Attorney-General [2017] 2 SLR 850", "Tan Seng Kee v Attorney-General and other appeals [2022] 1 SLR 1347", "BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949", "Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510", "Re Priceland Ltd [1997] 1 BCLC 467", "Re Portrafram Ltd [1986] BCLC 533", "M2B World Asia Pacific Pte Ltd v Matsumura Akihiko [2015] 1 SLR 325", "KLW Holdings Ltd v Straitsworld Advisory Ltd and another [2017] 5 SLR 184" ], "chunkwise_data": { "chunk_1": { "analysis_of_arguments": "The applicant contended that he remained adversely affected by the company\u0027s striking off and that the company was indeed operational or appropriately conducting business when it was removed from the register. Mr Xie countered that restoration was unwarranted, arguing that it was neither in operation nor just to restore the company.", "cases_referred": [], "facts": "The applicant engaged Concept Werk Pte Ltd to undertake renovation works for a residential unit. Subsequently, the company was struck off by the Registrar as defunct. The applicant, feeling aggrieved by the striking off, sought to have the company\u2019s name restored to the register. The respondent (ACRA) raised no objection, while Mr Xie, a former director of the company, intervened and opposed the request. The matter proceeded before the High Court. The application was ultimately allowed by the Court at this stage.", "final_status": "The application is allowed.", "formatted_summary": "In this case, the applicant sought restoration of a struck-off company on the basis that he was an aggrieved party and the company was operating at the time it was removed. ACRA did not object, but a former director opposed the application. The Court granted the request for restoration, emphasizing the criteria under Section 344(5) of the Companies Act 1967 (2020 Rev Ed).", "held": "The Court held that the company should be restored to the register, as the applicant was properly aggrieved and demonstrated valid grounds. The decision clarifies the approach in assessing whether the company was in operation and whether restoration is just.", "latin_principles": {}, "legal_issues": "Whether the applicant qualifies as a person aggrieved under the law, and whether it is just for the company\u2019s name to be restored to the register, including determining if the company was in operation at the relevant time.", "statutes": { "Companies Act 1967 (2020 Rev Ed)": "1 HC/OA 533/2024 is an application by Mr Lye Yew Cheong (the \u201capplicant\u201d) for an order that the name of Concept Werk Pte Ltd (the \u201cCompany\u201d) be restored to the register of companies (the \u201cRegister\u201d) maintained by the Registrar of Companies of the Accounting and Corporate Regulatory Authority (the \u201cACRA\u201d), pursuant to s 344(5) of the Companies Act 1967 (2020 Rev Ed) (the \u201cCA\u201d). Section 344(5) of the CA provides as follows:\nPower of Registrar to strike defunct company off register\n344.\u2014 \u2026\n(5) If any person feels aggrieved by the name of the company having been struck off the register, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck off may, if satisfied that the company was, at the time of the striking off, carrying on business or in operation or otherwise that it is just that the name of the company be restored to the register, order the name of the company to be restored to the register, and upon a copy of the order being lodged with the Registrar the company is deemed to have continued in existence as if its name had not been struck off, and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off." } }, "chunk_2": { "analysis_of_arguments": "The applicant contends that he has a valid contractual claim against the company and that restoring it to the register is necessary to pursue damages. The non-party director challenges the legitimacy of the applicant\u2019s claim, suggesting any potential damages are offset by sums allegedly owed and disputing the viability of seeking recovery of rental costs. The respondent authority takes no position and does not object to the application.", "cases_referred": [ "Fu Zhihui Alvin and another v Accounting and Corporate Regulatory Authority [2023] SGHC 177" ], "facts": "The applicant engaged a company to carry out renovation works at a residential flat. He entered into an agreement with the company\u2019s directors, paid a deposit, and encountered delays and defects in the renovation, resulting in additional expenses. The company later ceased operations and was struck off the Register on 8 May 2023. The applicant first filed his claim in the Small Claims Tribunal but withdrew it, intending to file a fresh suit in the High Court. Because the company had been struck off, he now seeks to restore its name to the register in order to pursue his claim.", "final_status": "Allowed", "formatted_summary": "In this section, the applicant applied to restore the company\u2019s name to the register after it had been struck off. He alleged that the company had failed to complete renovation works adequately, sought damages, and withdrew an earlier small claims action to pursue a more substantive claim. The High Court considered the arguments, concluding that the applicant was an aggrieved party entitled to restoration of the company. The application was allowed so that the applicant could proceed with his claim.", "held": "The court restored the company\u2019s name to the register, holding that the applicant met the criteria to seek redress against the company. The decision affirms that an aggrieved party can pursue a claim if the application is timely and it is just for the entity to be restored, providing a pathway for future similar applications.", "latin_principles": {}, "legal_issues": "Whether the applicant qualifies as an aggrieved person and whether the requirements for restoring a struck-off company under the relevant legal provision are satisfied. The court also considers whether the application is made within time and if it is just to restore the company to the register.", "statutes": { "Companies Act": "11 The applicant commenced proceedings against the Company, Mr Xie, and Ms Tay in the Small Claims Tribunal (the \u201cSCT\u201d) on or around 26 October 2023. The applicant claimed for damages to recover for losses that were said to have been caused by the Company\u2019s failure to complete the renovation works satisfactorily. These damages included the rental for the Apartment. The applicant later withdrew his claim in the SCT on or around 22 January 2024, with the intention of pursuing fresh proceedings against the Company in the General Division of the High Court. Given that the Company had already been struck off by then, the applicant commenced the present application for a court order that the name of the Company be restored to the Register under s 344(5) of the CA." } }, "chunk_3": { "analysis_of_arguments": "The applicant contends that he meets the conditions for restoration by showing a prima facie claim against the company, timely filing within six years of the striking off, and demonstrating that restoration would allow him to pursue compensation. In opposition, Mr Xie asserts that the applicant\u2019s claim is speculative, the company was not in operation at the time of striking off, there is no practical benefit in restoring a shell entity, and he would face financial burdens if restoration were granted.", "cases_referred": [ "Fu Zhihui Alvin and another v Accounting and Corporate Regulatory Authority [2023] SGHC 177", "Re Asia Petan Organisation Pte Ltd [2018] 3 SLR 435", "Ganesh Paulraj v Avantgarde Shipping Pte Ltd [2019] 4 SLR 617", "Founder Group (Hong Kong) Ltd (in liquidation) v Singapore JHC Co Pte Ltd [2023] 2 SLR 554" ], "facts": "The applicant sought to restore a struck-off company to the Register in order to pursue a contractual claim arising from allegedly defective renovation work at his Flat. He claimed that, at the time of its striking off, the company owed him potential damages. The respondent, Mr Xie, objected, arguing that the applicant\u2019s claims were doubtful and that the company had closed its bank accounts, ceased operations, and thus held no assets. Prior to the present application, the company was struck off on 8 May 2023, and the applicant filed this action under s 344(5) of the CA to obtain restoration so that he could bring his claim.", "final_status": "The application is allowed", "formatted_summary": "This section addresses an application under s 344(5) of the Companies Act to restore a struck-off company so that the applicant can pursue a contractual claim for damages. The court reviews whether the applicant satisfies the criteria of being an aggrieved person, the timeliness of his application, and whether it is just to restore the company despite its apparent cessation of business. The court ultimately allows restoration, concluding that the applicant has demonstrated a genuine interest in pursuing his claim.", "held": "The court found that the applicant qualified as an aggrieved person, that the claim was not merely shadowy, and that restoration was warranted despite the company\u2019s cessation of operations. The decision stresses that a claimant with a legitimate interest may seek restoration even when a company has limited assets, guiding future applications under s 344(5) of the CA.", "latin_principles": {}, "legal_issues": "Whether the applicant qualifies as an \u0027aggrieved person\u0027 under s 344(5) of the CA, whether the application was filed within the required time limit, and whether it is just to restore the company to the Register despite it having ceased operations.", "statutes": { "Companies Act, Section 344(5)": "16 As mentioned at [12] above, the General Division of the High Court in Alvin Fu, following the prior High Court decisions of Re Asia Petan Organisation Pte Ltd [2018] 3 SLR 435 (\u201cRe Asia Petan\u201d) and Ganesh Paulraj v Avantgarde Shipping Pte Ltd [2019] 4 SLR 617 (\u201cGanesh\u201d), laid down (at [15]) the following requirements which have to be satisfied before a company\u2019s name can be restored to the Register pursuant to s 344(5) of the CA: (a) first, the applicant must be an \u201caggrieved person\u201d; (b) second, the application must be made within six years after the defunct company was struck off; and (c) third, the court must be satisfied that: (i) at the time of the striking off, the company was carrying on business or in operation; or (ii) it is just that the name of the company be restored to the Register." } }, "chunk_4": { "analysis_of_arguments": "The applicant contends that he has a valid claim against the company for losses sustained. Mr Xie argues that any liability is negated by set-offs for alleged debts and that the applicant\u2019s own actions contributed to further expenses. Both positions rely on factual disputes that the court would ordinarily address during a substantive hearing, rather than at the stage of determining standing.", "cases_referred": [ "Founder Group (Hong Kong) Ltd (in liquidation) v Singapore JHC Co Pte Ltd [2023] 2 SLR 554", "Re Asia Petan", "Ganesh", "Alvin Fu", "Xia Zheng v Lee King Anne [2021] SGHC 199", "Leong Quee Ching Karen v Lim Soon Huat and others [2023] 4 SLR 1133", "In re Lindsay Bowman Ltd [1969] 1 WLR 1443", "In re Wood and Martin (Bricklaying Contractors) Ltd [1971] 1 WLR 293", "Stanhope Pension Trust Ltd and another v Registrar of Companies and another [1994] 1 BCLC 628", "Re Blenheim Leisure (Restaurants) Ltd (No 2) [2000] BCC 821", "Witherdale Ltd and another v Registrar of Companies and others [2008] 1 BCLC 174" ], "facts": "The applicant seeks to restore a company (previously struck off the register) in order to bring a claim arising from renovation works at the applicant\u2019s and Ms Hong\u2019s flat. Mr Xie, representing the company\u2019s interests, disputes the merits of the intended claim, alleging potential set-offs and earlier return to the flat. Procedurally, the matter is before the High Court to determine if the applicant has standing under the Companies Act to seek the company\u2019s restoration, following its prior dissolution by the regulatory authority.", "final_status": "Application allowed for restoration and proceeding on the merits.", "formatted_summary": "In this segment, the court addresses whether the applicant qualifies as a person who \u201cfeels aggrieved\u201d under section 344(5) of the Companies Act, focusing on whether the proposed lawsuit is obviously deficient. The court concludes the applicant has standing because the contemplated claim has at least some real prospect of success and is not plainly hopeless. The decision underscores that, at the restoration stage, only a low threshold of merit needs to be demonstrated. Consequently, the court allows the application for restoration, indicating that a detailed scrutiny of substantive merits is typically reserved for a full trial.", "held": "It was held that the applicant qualifies as a person \u201cwho feels aggrieved\u201d for the purposes of section 344(5) of the Companies Act, thereby having standing to petition for restoration. This decision confirms that a proposed claim need only show real but not necessarily strong prospects to justify restoration.", "latin_principles": {}, "legal_issues": "Whether the applicant is a person who \u201cfeels aggrieved\u201d under section 344(5) of the Companies Act and thus possesses the necessary standing to restore the company\u2019s registration, and to what extent the court may assess the merits of the proposed post-restoration action at this stage.", "statutes": { "Companies Act (Singapore) - s 344(5)": "24 This low threshold for the applicant\u2019s standing to be made out is also supported by the language of s 344(5) of the CA, which speaks of an applicant being a person who \u201cfeels aggrieved\u201d [emphasis added]. The description of an applicant as one who \u201cfeels\u201d aggrieved would sit uneasily with a full-fledged scrutiny of the merits of that applicant\u2019s reasons for seeking the restoration of a company\u2019s name to the Register. Instead, the statutory language plainly contemplates an applicant with a real or material reason for believing that he or she has been prejudiced by the company\u2019s name having been struck off the Register.", "UK\u2019s Companies Act 1948 - s 352(1)": "27 Similar reasoning was adopted by Megarry J in the English High Court Chancery Division case of In re Wood and Martin (Bricklaying Contractors) Ltd [1971] 1 WLR 293, which concerned an application under s 352(1) of the UK CA 1948 for an order of court declaring a dissolution of a company to be void by a person \u201cinterested\u201d in such an order. For the purposes of finding if an applicant is \u201cinterested\u201d, Megarry J held that a person would be so \u201cinterested\u201d if he or she held an interest \u201cof a proprietary or pecuniary nature in resuscitating the company\u201d (at 297). In appraising the prospect of such an asserted proprietary or pecuniary interest actually coming to fruition, he held that, \u201c[i]t does not, I think, have to be shown that the interest is one which is firmly established or highly likely to prevail: provided it is not merely shadowy, I think it suffices for the purpose of section 352\u201d (at 297) (see also the English Court of Appeal Civil Division case of Stanhope Pension Trust Ltd and another v Registrar of Companies and another [1994] 1 BCLC 628 at 635).", "UK\u2019s Companies Act 1948 - s 353(6)": "25 A similar phrase can be found in s 353(6) of the UK\u2019s Companies Act 1948 (c 38) (the \u201cUK CA 1948\u201d), which concerns applications to restore a company to the register brought by the company or a member or creditor thereof who \u201cfeels aggrieved\u201d by the striking off. In applying that provision in the English High Court Chancery Division case of In re Lindsay Bowman Ltd [1969] 1 WLR 1443, Megarry J held (at 1448) that, assuming the \u201cartificial and impersonal entity that we know as a limited company has been endowed with the capacity not merely of having feelings but also of feeling aggrieved\u201d, the applicant company there could not be said to feel aggrieved by its striking off. This was because there were no \u201creal prospects of a surplus to be snatched from the fate of bona vacantia\u201d and \u201cno hope of a surplus\u201d, only \u201cthe most cautious of assertions in the petition that if it is granted \u2018some of\u2019 the assets \u2018may be\u2019 available for the benefit of creditors\u201d.", "UK\u2019s Companies Act 1985 - s 653": "28 Lastly, in Re Blenheim Leisure (Restaurants) Ltd (No 2) [2000] BCC 821 (\u201cRe Blenheim\u201d) (and relied upon by the English High Court Chancery Division in Witherdale Ltd and another v Registrar of Companies and others [2008] 1 BCLC 174 at [26]\u2013[27]), Neuberger J (as he then was), sitting in the English High Court Chancery Division, addressed an application for restoration brought under s 653 of the UK\u2019s Companies Act 1985 (c 6) (the \u201cUK CA 1985\u201d), that (similar to s 353 of the UK CA 1948) allowed the company or its members or creditors who \u201cfeels aggrieved\u201d by a striking off to apply for restoration to the register. Neuberger J held that an application to restore a company is meant to be a \u201ccomparatively quick exercise\u201d; hence, \u201cit is normally wrong to consider the prospects of the company or its members establishing anything of value in great detail\u201d (at 834\u2013835). He held that the company \u201cBLR does have a prospect of establishing anything of value\u201d, which \u201cprospects are more than shadowy, but they are pretty speculative\u201d (at 835). In the end, he granted the application, \u201ctaking into account the weak but real prospect of the company having a significant value if restored\u201d [emphasis added] (at 836). Re Blenheim (at 835\u2013836) demonstrates that a court should not too easily shut the door on a prospective post-restoration cause of action by denying an application to restore merely because the court is of the view that the applicant\u2019s intended action would have a \u201cweak but real prospect\u201d of yielding something of practical value to the applicant." } }, "chunk_5": { "analysis_of_arguments": "The applicant contended that his proposed cause of action against the Company had real prospects of success and that he was entitled to bring a claim requiring the Company\u2019s restoration. Mr Xie argued the claim lacked merit, offered no distinct benefit due to the Company\u2019s limited assets, and imposed undue prejudice through administrative burdens. The applicant maintained that any set-off or challenge to the tenancy and property conditions raised questions best examined in a full trial.", "cases_referred": [ "Re Asia Petan", "Ganesh", "Alvin Fu", "Re Blenheim", "Re BCB Environmental Management Ltd (in liquidation) [2020] 2 BCLC 525", "Standard Chartered Bank and another v Registrar of Companies [2022] 1 BCLC 528", "AD v AE [2004] 2 SLR(R) 505", "Tan Heng Khoon (trading as 360 VR Cars) v Wang Shing He [2024] SGHC 243" ], "facts": "The applicant sought to restore a company (\"the Company\") to the Companies Register after it was struck off. The applicant wished to bring a claim against the Company relating to debts and rental expenses connected with property disputes. Mr Xie, who opposed the restoration, argued the claim lacked substance and would impose administrative burdens. The applicant maintained that his intended post-restoration claim was not hopeless. The matter came before the court under s 344(5) of the CA to determine whether the applicant was an aggrieved person and whether it was just to restore the Company\u2019s name to the Register.", "final_status": "Application allowed, with the Company\u2019s name restored to the Register", "formatted_summary": "The applicant applied to restore a struck-off company to the Companies Register to pursue a claim deemed not hopeless. Mr Xie objected, contending there was no benefit to restoration and raising potential prejudice. The court found the applicant met the standing requirement under s 344(5) of the Companies Act and that it was just to restore the Company\u2019s name, enabling the applicant to proceed with his potential claim in a full hearing.", "held": "The court held that the applicant qualified as a person aggrieved under the statutory provision and that it was just for the Company\u2019s name to be restored, allowing him to proceed with his proposed claim. This decision clarifies that a non-hopeless claim against a struck-off company can be sufficient grounds for restoration when an applicant can show a real prospect of success.", "latin_principles": {}, "legal_issues": "Whether the applicant met the legal threshold under s 344(5) of the Companies Act (\"the CA\"), specifically standing as a person aggrieved, and whether it was just to restore the Company\u2019s name to pursue claims that were not considered hopeless or obviously doomed to fail.", "statutes": { "act1": "29 I find, therefore, that the applicant would constitute a person who \u201cfeels aggrieved\u201d within the meaning of s 344(5) of the CA if, for instance, he seeks the restoration of the Company to bring a claim against it which cannot be said to be hopeless or lacking in \u201creal prospects\u201d of success (see at [25]\u2013[26] above). In that respect, I cannot find that the applicant\u2019s intended post-restoration claim against the Company is hopeless or obviously doomed to fail.", "act2": "38 For instance, in the case of Standard Chartered Bank and another v Registrar of Companies [2022] 1 BCLC 528, the English High Court Chancery Division (Business and Property Courts in Manchester) held (at [32]\u2013[33] and [40]) that it was \u201cjust\u201d to order the restoration of four corporate entities under s 1029 of the UK\u2019s Companies Act 2006 (c 46) so as to enable the applicants to pursue causes of action against the restored entities for knowing receipts and breaches of constructive trusts. There, the applicants were held to be \u201cpersons with a potential legal claim against each of the restoration entities\u201d; thus, \u201cit would be just to restore each of the four entities to the Register of Companies to enable such claims to be pursued\u201d (at [33]). Indeed, I can see no persuasive reason why such a factual matrix cannot form the basis of a claim by an applicant that it is \u201cjust\u201d to order restoration, per s 344(5) of the CA. Nothing in the text nor the purpose of the CA would compel such a limiting construction of the phrase \u201cit is just that the name of the company be restored to the register\u201d as that urged by Mr Xie here." } }, "chunk_6": { "analysis_of_arguments": "The applicant contends that the company was still active and that restoring its name is necessary for pursuing claims. Mr Xie argues that restoring the company imposes unfair administrative burdens and that such prejudice should be a basis to refuse the application.", "cases_referred": [ "Lye Yew Cheong v [2024] SGHC 270", "AD v AE [2004] 2 SLR(R) 505", "Tan Heng Khoon (trading as 360 VR Cars) v Wang Shing He [2024] SGHC 243", "Re Blenheim", "Tan Cheng Bock v Attorney-General [2017] 2 SLR 850", "Tan Seng Kee v Attorney-General and other appeals [2022] 1 SLR 1347", "BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949", "Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510", "Re Priceland Ltd [1997] 1 BCLC 467" ], "facts": "The dispute arises from an application to restore a company\u2019s name to the Register after it was struck off. The applicant, claiming to be aggrieved by the striking off, asserts that the company was not defunct and seeks to pursue potential claims against it. Mr Xie opposes the restoration, citing administrative burdens as prejudice. The application was filed within six years of the company\u2019s name being struck off, and the court is now considering whether it should be restored based on the applicant\u2019s standing and the factual circumstances surrounding the striking off.", "final_status": "Application for restoration granted.", "formatted_summary": "In this section, the court was asked to decide whether to restore a company that had been struck off from the Register. The applicant claimed to be aggrieved and sought the restoration to pursue potential claims against the company, while Mr Xie opposed the move, raising concerns about administrative burdens. The court considered whether the statutory requirements were satisfied, including the six-year time limit and the requirement that the company had either been operating or that it was otherwise just to restore it. Ultimately, the court granted the application, concluding that restoring the company\u2019s name was justified and consistent with the relevant legal provisions.", "held": "The court found it just and appropriate to restore the company\u2019s name to the register, determining that the applicant was aggrieved by the striking off and that the company was not truly defunct. This decision reaffirms the discretionary power of courts to order restoration when the statutory requirements and factual matrix support such relief.", "latin_principles": { "ipso facto": "43 The inclusion of this specific ground can be explained by the evident purpose behind the statutory power of the Registrar to strike off companies from the Register under s 344 of the CA, that being to strike off a company that is defunct. This purpose can be gleaned from the title of that provision: \u201cPower of Registrar to strike defunct company off register\u201d [emphasis added]. The trigger for the Registrar to exercise the striking off power under s 344(1) of the CA is that the Registrar \u201chas reasonable cause to believe that a company is not carrying on business or is not in operation\u201d. Hence, where a company was in fact carrying on business or in operation at the time, that would afford a strong ground to order restoration to the Register because the purpose behind the striking off in the first place would be shown to have been non-existent at the time (although, on the plain text of s 344(5) of the CA, that fact alone is not sufficient ipso facto to obtain an order for the company to be restored to the...", "prima facie": "40 As Neuberger J highlighted in Re Blenheim, where the party resisting the restoration can only point to prejudice flowing from the fact that they \u201cwill be back in the position that they would have been in if the company had not been struck off, plus some delay, uncertainty and nuisance\u201d (at 836), that factor will not weigh very heavily when balanced against the other factors militating in favour of restoration, in particular, the prospect of practical benefit sought by the applicant from such restoration. Likewise, I find here that this factor is not a weighty one in militating against it being \u201cjust\u201d to order the restoration of the Company\u2019s name to the Register, when balanced against the applicant\u2019s purpose for seeking such restoration, viz, to pursue a claim against the Company that is prima facie not unmeritorious." }, "legal_issues": "Whether the applicant meets the requirements for restoration, including standing and the six-year timeframe, and whether the company was carrying on business or in operation at the time of striking off or if it is otherwise just to order restoration.", "statutes": { "Companies Act (Cap 50, 2006 Rev Ed) s 344(1)": "43 The inclusion of this specific ground can be explained by the evident purpose behind the statutory power of the Registrar to strike off companies from the Register under s 344 of the CA, that being to strike off a company that is defunct. This purpose can be gleaned from the title of that provision: \u201cPower of Registrar to strike defunct company off register\u201d [emphasis added]. The trigger for the Registrar to exercise the striking off power under s 344(1) of the CA is that the Registrar \u201chas reasonable cause to believe that a company is not carrying on business or is not in operation\u201d. Hence, where a company was in fact carrying on business or in operation at the time, that would afford a strong ground to order restoration to the Register because the purpose behind the striking off in the first place would be shown to have been non-existent at the time (although, on the plain text of s 344(5) of the CA, that fact alone is not sufficient ipso facto to obtain an order for the company to be restored to the...", "Companies Act (Cap 50, 2006 Rev Ed) s 344(5)": "Paragraph 1 (18[40]): 18[40]) that it was \u201cjust\u201d to order the restoration of four corporate entities under s 1029 of the UK\u2019s Companies Act 2006 (c 46) so as to enable the applicants to pursue causes of action against the restored entities for knowing receipts and breaches of constructive trusts. There, the applicants were held to be \u201cpersons with a potential legal claim against each of the restoration entities\u201d; thus, \u201cit would be just to restore each of the four entities to the Register of Companies to enable such claims to be pursued\u201d (at [33]). Indeed, I can see no persuasive reason why such a factual matrix cannot form the basis of a claim by an applicant that it is \u201cjust\u201d to order restoration, per s 344(5) of the CA. Nothing in the text nor the purpose of the CA would compel such a limiting construction of the phrase \u201cit is just that the name of the company be restored to the register\u201d as that urged by Mr Xie here.\n\nParagraph 41: 41 For all these reasons, I find that it is \u201cjust\u201d to order for the Company\u2019s name to be restored to the Register under all the circumstances. This, in addition to (a) my finding that the applicant is a person who \u201cfeels aggrieved\u201d by the Company having been struck off the Register (see at [31] above); and (b) the fact that the application was made within six years of the Company having been struck off, would suffice to grant the application under s 344(5) of the CA (see at [17] above). However, as Mr Xie has made submissions on whether the Company had been carrying on business or was in operation at the time of the striking off, I proceed to consider that alternative ground for granting the restoration application.\n\nParagraph 42: 42 On the plain wording of s 344(5) of the CA, once the applicant has shown that he has standing to bring the application and that the application is not time-barred, an order for restoration may be made either where the company, at the time of the striking off, was \u201ccarrying on business or in operation\u201d or it is \u201cotherwise \u2026 just\u201d to order restoration. The latter is a miscellaneous \u201ccatch-all\u201d ground intended to encompass any other possible scenario in which ordering restoration is a fair outcome in the circumstances. In contrast, the fact that a company was carrying on business or in operation at the time of the striking off would form a specific ground to order restoration, provided the earlier two requirements of standing and the six-year time-bar have been satisfied.\n\nParagraph 47: 47 I would add, however, that the use of the word \u201cmay\u201d in s 344(5) of the CA makes clear that the grant or refusal of the restoration order is subject to the discretion of the court (see, by way of analogy, the Court of Appeal\u2019s analysis on the similar use of the word \u201cmay\u201d to confer a discretionary power on the court to order a winding up of a company, per ss 253 and 254 of the Companies Act (Cap 50, 2006 Rev Ed), in BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949 at [4]\u2013[5] and Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510 at [71]). Hence, even where it is shown that a company was carrying on business or in operation at the time of the striking off, the court still retains the discretion to refuse the restoration sought. Further, the same discretion would also apply to the ground for restoration of the company to the Register where it is \u201cjust\u201d to do so, although it is difficult to see why a court would be justified in exercising its discretion to refuse a restoration order when it has ascertained that restoration would be \u201cjust\u201d under all the circumstances.", "Companies Act (Cap 50, 2006 Rev Ed) sections 253, 254": "47 I would add, however, that the use of the word \u201cmay\u201d in s 344(5) of the CA makes clear that the grant or refusal of the restoration order is subject to the discretion of the court (see, by way of analogy, the Court of Appeal\u2019s analysis on the similar use of the word \u201cmay\u201d to confer a discretionary power on the court to order a winding up of a company, per ss 253 and 254 of the Companies Act (Cap 50, 2006 Rev Ed), in BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949 at [4]\u2013[5] and Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510 at [71]). Hence, even where it is shown that a company was carrying on business or in operation at the time of the striking off, the court still retains the discretion to refuse the restoration sought. Further, the same discretion would also apply to the ground for restoration of the company to the Register where it is \u201cjust\u201d to do so, although it is difficult to see why a court would be justified in exercising its discretion to refuse a restoration order when it has ascertained that restoration would be \u201cjust\u201d under all the circumstances.", "Interpretation Act 1965 (2020 Rev Ed) s 9A(1)": "44 Given that the purpose of the power in s 344(1) of the CA is, on the title of the provision, to strike off \u201cdefunct\u201d companies, it follows that the threshold for a company to be found to have been \u201ccarrying on business\u201d or \u201cin operation\u201d for the purposes of s 344(5) of the CA will not be a high one. It is trite law that the court applies a purposive construction to statutory provisions (see s 9A(1), Interpretation Act 1965 (2020 Rev Ed)). It is similarly axiomatic that, in discerning the purpose of a statutory provision, the court can ordinarily glean the purpose from the text of the provision placed in its statutory context (see the Court of Appeal decisions of Tan Cheng Bock v Attorney-General [2017] 2 SLR 850 (\u201cTan Cheng Bock\u201d) at [43] and [54(c)(ii)] and Tan Seng Kee v Attorney-General and other appeals [2022] 1 SLR 1347 (\u201cTan Seng Kee\u201d) at [172]). That statutory context can include the text used for the title of the provision at issue and related provisions (see, eg, Tan Cheng Bock at [56]\u2013[58]) and the titles for divisions of the statute within which the provision has been grouped (see, eg, Tan Seng Kee at [173]).", "UK CA 1985 s 653(2)": "48 I turn to consider how the phrase \"carrying on business or in operation\" is to be applied. The English High Court Chancery Division (Companies Court) decision in Re Priceland Ltd [1997] 1 BCLC 467 is instructive in this regard. There, Laddie J was concerned with an application for restoration brought under s 653(2) of the UK CA 1985 (see at [28] above), which allowed the struck off company or its members or creditors who \"feels aggrieved\" by the striking off to seek the company\u2019s restoration to the register where inter alia \"the company...", "UK\u2019s Companies Act 2006 (c 46) s 1029": "18[40]) that it was \u201cjust\u201d to order the restoration of four corporate entities under s 1029 of the UK\u2019s Companies Act 2006 (c 46) so as to enable the applicants to pursue causes of action against the restored entities for knowing receipts and breaches of constructive trusts. There, the applicants were held to be \u201cpersons with a potential legal claim against each of the restoration entities\u201d; thus, \u201cit would be just to restore each of the four entities to the Register of Companies to enable such claims to be pursued\u201d (at [33]). Indeed, I can see no persuasive reason why such a factual matrix cannot form the basis of a claim by an applicant that it is \u201cjust\u201d to order restoration, per s 344(5) of the CA. Nothing in the text nor the purpose of the CA would compel such a limiting construction of the phrase \u201cit is just that the name of the company be restored to the register\u201d as that urged by Mr Xie here." } }, "chunk_7": { "analysis_of_arguments": "The applicant contends that the company was active through Ms Tay\u2019s ongoing engagement with renovation-related matters, indicating it was not truly dormant. Conversely, Mr Xie insists the company had ceased all operations and that any continued involvement by Ms Tay was unofficial and unknown to him.", "cases_referred": [ "BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949", "Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510", "Re Priceland Ltd [1997] 1 BCLC 467", "Re Portrafram Ltd [1986] BCLC 533", "M2B World Asia Pacific Pte Ltd v Matsumura Akihiko [2015] 1 SLR 325", "KLW Holdings Ltd v Straitsworld Advisory Ltd and another [2017] 5 SLR 184" ], "facts": "The dispute arises from an application to restore a company to the register after it was struck off on 8 May 2023. The company had been involved in renovation work for the applicant and Ms Hong. According to Mr Xie\u2019s affidavit, the company ceased operations on 31 December 2022. However, messages exchanged between Ms Tay (previously a director) and the applicant from March to June 2023 suggest that the company continued to be active in attempting repairs on the applicant\u2019s Flat. The matter now comes before the court to determine whether the company was defunct or still in operation when it was struck off.", "final_status": "The court granted the restoration application.", "formatted_summary": "This section deals with whether a company was defunct or still operating when struck off under the Companies Act. The court reviews evidence that Ms Tay continued to liaise with the applicant on renovation matters, suggesting ongoing activity. It references several cases on discretionary restoration powers and stresses that any demonstrable activity can justify restoration. Ultimately, the court finds such activity existed, allowing restoration.", "held": "The court concluded that the company was not entirely dormant and had continued to operate through Ms Tay\u2019s actions at the time of its striking off. Accordingly, restoration was justified. The judgment underscores that even limited activities might suffice to establish operation and highlights the court\u2019s discretion when deciding on restoration applications.", "latin_principles": { "inter alia": "48 I turn to consider how the phrase \u201ccarrying on business or in operation\u201d is to be applied. The English High Court Chancery Division (Companies Court) decision in Re Priceland Ltd [1997] 1 BCLC 467 is instructive in this regard. There, Laddie J was concerned with an application for restoration brought under s 653(2) of the UK CA 1985 (see at [28] above), which allowed the struck off company or its members or creditors who \u201cfeels aggrieved\u201d by the striking off to seek the company\u2019s restoration to the register where inter alia \u201cthe company was at the time of striking off carrying on business or in operation\u201d (at 471). In that context, Laddie J held that the company there was dormant at the time of its striking off, in the following terms (at 472): \u2026 Precisely what is covered by the words \u2018in operation\u2019 is unclear. This has been commented upon by Harman J in Re Portrafram Ltd [1986] BCLC 533. However both Mr Morgan and Mr Davis gave examples of activities which might be carried on by the company which are short of carrying on business yet still count as being in operation. For example a company may have ceased trading but still be engaged in trying to secure a tax refund for the benefit of its creditors. It seems to me that the purpose of the section is to give the court the widest possible powers to restore. The words \u2018carrying on business or in operation\u2019 in s 653(2) should be read together and in the light of that purpose. What the section is directing the court to do is to look back to the time of dissolution. If, at that time, the company was completely dormant, this particular avenue for giving jurisdiction to the court is not made out. On the other hand if the company was carrying on any activity at all, then the court\u2019s power to restore is brought into play. [emphasis added]" }, "legal_issues": "The core legal question is whether the company was carrying on business or in operation at the time of its striking off, thereby warranting restoration to the register. Ancillary issues involve the discretionary power of the court in granting or refusing such restoration.", "statutes": { "Companies Act (Cap 50, 2006 Rev Ed) s 344(1)": "2246 Thus, in essence, the fundamental inquiry when considering the specific ground to order restoration is whether the company was a \u201cdefunct\u201d company at the time of the striking off, as that is the basis for a company to be struck off the Register under s 344(1) of the CA in the first place.", "Companies Act (Cap 50, 2006 Rev Ed) s 344(5)": "47 I would add, however, that the use of the word \u201cmay\u201d in s 344(5) of the CA makes clear that the grant or refusal of the restoration order is subject to the discretion of the court (see, by way of analogy, the Court of Appeal\u2019s analysis on the similar use of the word \u201cmay\u201d to confer a discretionary power on the court to order a winding up of a company, per ss 253 and 254 of the Companies Act (Cap 50, 2006 Rev Ed), in BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949 at [4]\u2013[5] and Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510 at [71]). Hence, even where it is shown that a company was carrying on business or in operation at the time of the striking off, the court still retains the discretion to refuse the restoration sought. Further, the same discretion would also apply to the ground for restoration of the company to the Register where it is \u201cjust\u201d to do so, although it is difficult to see why a court would be justified in exercising its discretion to refuse a restoration order when it has ascertained that restoration would be \u201cjust\u201d under all the circumstances.\n\n54 For completeness, recalling that I had held that, in an application under s 344(5) of the CA, the court should not normally delve too deeply into a full merits analysis of the parties\u2019 affidavit evidence (see at [22]\u2013[23] above), this does not mean that the court is bound to accept all assertions on affidavit at face value. Indeed, an analogy may be drawn with the summary judgment context, where courts regularly reject assertions on affidavit where it is clear that they should be disbelieved, even in the context of making a summary determination of a dispute without the benefit of a full civil trial on the merits (see, eg, the High Court decisions of M2B World Asia Pacific Pte Ltd v Matsumura Akihiko [2015] 1 SLR 325 at [19] and KLW Holdings Ltd v Straitsworld Advisory Ltd and another [2017] 5 SLR 184 at [16]). Accordingly, there is no contradiction between my holding that the court should not delve into granular findings of fact in an application under s 344(5) of the CA (see at [22]\u2013[23] above) and my rejection of Mr Xie\u2019s bare assertions on affidavit (see at [52]\u2013[53] above). This is especially as the merits or eventual success of an applicant\u2019s prospective post-restoration cause of action is not a fact that must be demonstrated to the court\u2019s satisfaction in order to render a restoration order, per s 344(5) of the CA. In contrast, if the court seeks to grant a restoration order on the specific basis that a company was either \u201ccarrying on business\u201d or \u201cin operation\u201d at the time of the striking off, it must be satisfied of that fact, based on the plain wording of that provision.", "Companies Act (Cap 50, 2006 Rev Ed) ss 253, 254": "47 I would add, however, that the use of the word \u201cmay\u201d in s 344(5) of the CA makes clear that the grant or refusal of the restoration order is subject to the discretion of the court (see, by way of analogy, the Court of Appeal\u2019s analysis on the similar use of the word \u201cmay\u201d to confer a discretionary power on the court to order a winding up of a company, per ss 253 and 254 of the Companies Act (Cap 50, 2006 Rev Ed), in BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949 at [4]\u2013[5] and Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510 at [71]). Hence, even where it is shown that a company was carrying on business or in operation at the time of the striking off, the court still retains the discretion to refuse the restoration sought. Further, the same discretion would also apply to the ground for restoration of the company to the Register where it is \u201cjust\u201d to do so, although it is difficult to see why a court would be justified in exercising its discretion to refuse a restoration order when it has ascertained that restoration would be \u201cjust\u201d under all the circumstances.", "UK Companies Act 1985 s 653(2)": "48 I turn to consider how the phrase \u201ccarrying on business or in operation\u201d is to be applied. The English High Court Chancery Division (Companies Court) decision in Re Priceland Ltd [1997] 1 BCLC 467 is instructive in this regard. There, Laddie J was concerned with an application for restoration brought under s 653(2) of the UK CA 1985 (see at [28] above), which allowed the struck off company or its members or creditors who \u201cfeels aggrieved\u201d by the striking off to seek the company\u2019s restoration to the register where inter alia \u201cthe company was at the time of striking off carrying on business or in operation\u201d (at 471). In that context, Laddie J held that the company there was dormant at the time of its striking off, in the following terms (at 472): \u2026 Precisely what is covered by the words \u2018in operation\u2019 is unclear. This has been commented upon by Harman J in Re Portrafram Ltd [1986] BCLC 533. However both Mr Morgan and Mr Davis gave examples of activities which might be carried on by the company which are short of carrying on business yet still count as being in operation. For example a company may have ceased trading but still be engaged in trying to secure a tax refund for the benefit of its creditors. It seems to me that the purpose of the section is to give the court the widest possible powers to restore. The words \u2018carrying on business or in operation\u2019 in s 653(2) should be read together and in the light of that purpose. What the section is directing the court to do is to look back to the time of dissolution. If, at that time, the company was completely dormant, this particular avenue for giving jurisdiction to the court is not made out. On the other hand if the company was carrying on any activity at all, then the court\u2019s power to restore is brought into play. [emphasis added]" } }, "chunk_8": { "analysis_of_arguments": "The applicant contends that Ms Tay\u2019s ongoing dealings with customers demonstrate that the company was still active and not defunct. The respondent did not appear. The applicant further argues that these continued operations justify the restoration of the company\u2019s name.", "cases_referred": [ "M2B World Asia Pacific Pte Ltd v Matsumura Akihiko [2015] 1 SLR 325", "KLW Holdings Ltd v Straitsworld Advisory Ltd and another [2017] 5 SLR 184" ], "facts": "The applicant seeks to restore a company\u2019s name to the register after it was struck off. The dispute concerns whether the company remained active during the relevant period, as Ms Tay continued to correspond with customers about renovation works and repairs. The applicant maintains Ms Tay acted as an officer of the company at the material time. Before reaching the High Court, the company\u2019s name was removed from the register, prompting this application for restoration.", "final_status": "The application for restoration was allowed.", "formatted_summary": "In this section, the court reviews evidence suggesting that Ms Tay\u2019s interactions with customers were indicative of ongoing operations despite the striking off. Concluding that the company was not defunct, the court allows the application to restore the company\u2019s name to the register.", "held": "The court held that the company was still in operation at the relevant time and ordered its restoration to the register, underscoring that addressing customer concerns can constitute continued business activity for restoration purposes.", "latin_principles": {}, "legal_issues": "Whether the company was in operation at the time of the striking off and whether it was just to restore its name to the register.", "statutes": { "Companies Act s 344(5)": "54 For completeness, recalling that I had held that, in an application under s 344(5) of the CA, the court should not normally delve too deeply into a full merits analysis of the parties\u2019 affidavit evidence (see at [ 22]\u2013[ 23] above), this does not mean that the court is bound to accept all assertions on affidavit at face value. Indeed, an analogy may be drawn with the summary judgment context, where courts regularly reject assertions on affidavit where it is clear that they should be disbelieved, even in the context of making a summary determination of a dispute without the benefit of a full civil trial on the merits (see, eg, the High Court decisions of M2B World Asia Pacific Pte Ltd v Matsumura Akihiko [2015] 1 SLR 325 at [19] and KLW Holdings Ltd v Straitsworld Advisory Ltd and another [2017] 5 SLR 184 at [16]). Accordingly, there is no contradiction between my holding that the court should not delve into granular findings of fact in an application under s 344(5) of the CA (see at [ 22]\u2013[ 23] above) and my rejection of Mr Xie\u2019s bare assertions on affidavit (see at [ 52]\u2013[ 53] above). This is especially as the merits or eventual success of an applicant\u2019s prospective post-restoration cause of action is not a fact that must be demonstrated to the court\u2019s satisfaction in order to render a restoration order, per s 344(5) of the CA. In contrast, if the court seeks to grant a restoration order on the specific basis that a company was either \u201ccarrying on business\u201d or \u201cin operation\u201d at the time of the striking off, it must be satisfied of that fact, based on the plain wording of that provision." } } }, "counsels": [], "delivered_date": "23.10.2024", "facts": "The applicant engaged Concept Werk Pte Ltd to carry out renovation works at a residential flat and paid a deposit. Delays and defects allegedly arose, causing further expenses. The company later ceased operations and was struck off on 8 May 2023. The applicant initially filed a claim in the Small Claims Tribunal but withdrew it to pursue a larger claim in the High Court. Because the company had been struck off, the applicant sought to restore its name under section 344(5) of the Companies Act. ACRA took no position, but Mr Xie, a former director, opposed the application, asserting that the company had ended its operations and possessed no assets. The applicant asserted that the company was not defunct, citing ongoing activities and Ms Tay\u2019s attempts to address renovation issues. The matter came before the High Court to determine whether the applicant was aggrieved and if restoration was permissible.", "final_status": "The application was allowed.", "first_party": [ "1. Lye Yew Cheong" ], "grouped_statutes": { "Companies Act": [ "11 The applicant commenced proceedings against the Company, Mr Xie, and Ms Tay in the Small Claims Tribunal (the \u201cSCT\u201d) on or around 26 October 2023. The applicant claimed for damages to recover for losses that were said to have been caused by the Company\u2019s failure to complete the renovation works satisfactorily. These damages included the rental for the Apartment. The applicant later withdrew his claim in the SCT on or around 22 January 2024, with the intention of pursuing fresh proceedings against the Company in the General Division of the High Court. Given that the Company had already been struck off by then, the applicant commenced the present application for a court order that the name of the Company be restored to the Register under s 344(5) of the CA." ], "Companies Act (Cap 50, 2006 Rev Ed) s 344(1)": [ "43 The inclusion of this specific ground can be explained by the evident purpose behind the statutory power of the Registrar to strike off companies from the Register under s 344 of the CA, that being to strike off a company that is defunct. This purpose can be gleaned from the title of that provision: \u201cPower of Registrar to strike defunct company off register\u201d [emphasis added]. The trigger for the Registrar to exercise the striking off power under s 344(1) of the CA is that the Registrar \u201chas reasonable cause to believe that a company is not carrying on business or is not in operation\u201d. Hence, where a company was in fact carrying on business or in operation at the time, that would afford a strong ground to order restoration to the Register because the purpose behind the striking off in the first place would be shown to have been non-existent at the time (although, on the plain text of s 344(5) of the CA, that fact alone is not sufficient ipso facto to obtain an order for the company to be restored to the...", "2246 Thus, in essence, the fundamental inquiry when considering the specific ground to order restoration is whether the company was a \u201cdefunct\u201d company at the time of the striking off, as that is the basis for a company to be struck off the Register under s 344(1) of the CA in the first place." ], "Companies Act (Cap 50, 2006 Rev Ed) s 344(5)": [ "Paragraph 1 (18[40]): 18[40]) that it was \u201cjust\u201d to order the restoration of four corporate entities under s 1029 of the UK\u2019s Companies Act 2006 (c 46) so as to enable the applicants to pursue causes of action against the restored entities for knowing receipts and breaches of constructive trusts. There, the applicants were held to be \u201cpersons with a potential legal claim against each of the restoration entities\u201d; thus, \u201cit would be just to restore each of the four entities to the Register of Companies to enable such claims to be pursued\u201d (at [33]). Indeed, I can see no persuasive reason why such a factual matrix cannot form the basis of a claim by an applicant that it is \u201cjust\u201d to order restoration, per s 344(5) of the CA. Nothing in the text nor the purpose of the CA would compel such a limiting construction of the phrase \u201cit is just that the name of the company be restored to the register\u201d as that urged by Mr Xie here.\n\nParagraph 41: 41 For all these reasons, I find that it is \u201cjust\u201d to order for the Company\u2019s name to be restored to the Register under all the circumstances. This, in addition to (a) my finding that the applicant is a person who \u201cfeels aggrieved\u201d by the Company having been struck off the Register (see at [31] above); and (b) the fact that the application was made within six years of the Company having been struck off, would suffice to grant the application under s 344(5) of the CA (see at [17] above). However, as Mr Xie has made submissions on whether the Company had been carrying on business or was in operation at the time of the striking off, I proceed to consider that alternative ground for granting the restoration application.\n\nParagraph 42: 42 On the plain wording of s 344(5) of the CA, once the applicant has shown that he has standing to bring the application and that the application is not time-barred, an order for restoration may be made either where the company, at the time of the striking off, was \u201ccarrying on business or in operation\u201d or it is \u201cotherwise \u2026 just\u201d to order restoration. The latter is a miscellaneous \u201ccatch-all\u201d ground intended to encompass any other possible scenario in which ordering restoration is a fair outcome in the circumstances. In contrast, the fact that a company was carrying on business or in operation at the time of the striking off would form a specific ground to order restoration, provided the earlier two requirements of standing and the six-year time-bar have been satisfied.\n\nParagraph 47: 47 I would add, however, that the use of the word \u201cmay\u201d in s 344(5) of the CA makes clear that the grant or refusal of the restoration order is subject to the discretion of the court (see, by way of analogy, the Court of Appeal\u2019s analysis on the similar use of the word \u201cmay\u201d to confer a discretionary power on the court to order a winding up of a company, per ss 253 and 254 of the Companies Act (Cap 50, 2006 Rev Ed), in BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949 at [4]\u2013[5] and Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510 at [71]). Hence, even where it is shown that a company was carrying on business or in operation at the time of the striking off, the court still retains the discretion to refuse the restoration sought. Further, the same discretion would also apply to the ground for restoration of the company to the Register where it is \u201cjust\u201d to do so, although it is difficult to see why a court would be justified in exercising its discretion to refuse a restoration order when it has ascertained that restoration would be \u201cjust\u201d under all the circumstances." ], "Companies Act (Cap 50, 2006 Rev Ed) sections 253, 254": [ "47 I would add, however, that the use of the word \u201cmay\u201d in s 344(5) of the CA makes clear that the grant or refusal of the restoration order is subject to the discretion of the court (see, by way of analogy, the Court of Appeal\u2019s analysis on the similar use of the word \u201cmay\u201d to confer a discretionary power on the court to order a winding up of a company, per ss 253 and 254 of the Companies Act (Cap 50, 2006 Rev Ed), in BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949 at [4]\u2013[5] and Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510 at [71]). Hence, even where it is shown that a company was carrying on business or in operation at the time of the striking off, the court still retains the discretion to refuse the restoration sought. Further, the same discretion would also apply to the ground for restoration of the company to the Register where it is \u201cjust\u201d to do so, although it is difficult to see why a court would be justified in exercising its discretion to refuse a restoration order when it has ascertained that restoration would be \u201cjust\u201d under all the circumstances." ], "Companies Act (Cap 50, 2006 Rev Ed) ss 253, 254": [ "47 I would add, however, that the use of the word \u201cmay\u201d in s 344(5) of the CA makes clear that the grant or refusal of the restoration order is subject to the discretion of the court (see, by way of analogy, the Court of Appeal\u2019s analysis on the similar use of the word \u201cmay\u201d to confer a discretionary power on the court to order a winding up of a company, per ss 253 and 254 of the Companies Act (Cap 50, 2006 Rev Ed), in BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949 at [4]\u2013[5] and Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510 at [71]). Hence, even where it is shown that a company was carrying on business or in operation at the time of the striking off, the court still retains the discretion to refuse the restoration sought. Further, the same discretion would also apply to the ground for restoration of the company to the Register where it is \u201cjust\u201d to do so, although it is difficult to see why a court would be justified in exercising its discretion to refuse a restoration order when it has ascertained that restoration would be \u201cjust\u201d under all the circumstances." ], "Companies Act (Singapore) - s 344(5)": [ "24 This low threshold for the applicant\u2019s standing to be made out is also supported by the language of s 344(5) of the CA, which speaks of an applicant being a person who \u201cfeels aggrieved\u201d [emphasis added]. The description of an applicant as one who \u201cfeels\u201d aggrieved would sit uneasily with a full-fledged scrutiny of the merits of that applicant\u2019s reasons for seeking the restoration of a company\u2019s name to the Register. Instead, the statutory language plainly contemplates an applicant with a real or material reason for believing that he or she has been prejudiced by the company\u2019s name having been struck off the Register." ], "Companies Act 1967 (2020 Rev Ed)": [ "1 HC/OA 533/2024 is an application by Mr Lye Yew Cheong (the \u201capplicant\u201d) for an order that the name of Concept Werk Pte Ltd (the \u201cCompany\u201d) be restored to the register of companies (the \u201cRegister\u201d) maintained by the Registrar of Companies of the Accounting and Corporate Regulatory Authority (the \u201cACRA\u201d), pursuant to s 344(5) of the Companies Act 1967 (2020 Rev Ed) (the \u201cCA\u201d). Section 344(5) of the CA provides as follows:\nPower of Registrar to strike defunct company off register\n344.\u2014 \u2026\n(5) If any person feels aggrieved by the name of the company having been struck off the register, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck off may, if satisfied that the company was, at the time of the striking off, carrying on business or in operation or otherwise that it is just that the name of the company be restored to the register, order the name of the company to be restored to the register, and upon a copy of the order being lodged with the Registrar the company is deemed to have continued in existence as if its name had not been struck off, and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off." ], "Companies Act s 344(5)": [ "54 For completeness, recalling that I had held that, in an application under s 344(5) of the CA, the court should not normally delve too deeply into a full merits analysis of the parties\u2019 affidavit evidence (see at [ 22]\u2013[ 23] above), this does not mean that the court is bound to accept all assertions on affidavit at face value. Indeed, an analogy may be drawn with the summary judgment context, where courts regularly reject assertions on affidavit where it is clear that they should be disbelieved, even in the context of making a summary determination of a dispute without the benefit of a full civil trial on the merits (see, eg, the High Court decisions of M2B World Asia Pacific Pte Ltd v Matsumura Akihiko [2015] 1 SLR 325 at [19] and KLW Holdings Ltd v Straitsworld Advisory Ltd and another [2017] 5 SLR 184 at [16]). Accordingly, there is no contradiction between my holding that the court should not delve into granular findings of fact in an application under s 344(5) of the CA (see at [ 22]\u2013[ 23] above) and my rejection of Mr Xie\u2019s bare assertions on affidavit (see at [ 52]\u2013[ 53] above). This is especially as the merits or eventual success of an applicant\u2019s prospective post-restoration cause of action is not a fact that must be demonstrated to the court\u2019s satisfaction in order to render a restoration order, per s 344(5) of the CA. In contrast, if the court seeks to grant a restoration order on the specific basis that a company was either \u201ccarrying on business\u201d or \u201cin operation\u201d at the time of the striking off, it must be satisfied of that fact, based on the plain wording of that provision." ], "Companies Act, Section 344(5)": [ "16 As mentioned at [12] above, the General Division of the High Court in Alvin Fu, following the prior High Court decisions of Re Asia Petan Organisation Pte Ltd [2018] 3 SLR 435 (\u201cRe Asia Petan\u201d) and Ganesh Paulraj v Avantgarde Shipping Pte Ltd [2019] 4 SLR 617 (\u201cGanesh\u201d), laid down (at [15]) the following requirements which have to be satisfied before a company\u2019s name can be restored to the Register pursuant to s 344(5) of the CA: (a) first, the applicant must be an \u201caggrieved person\u201d; (b) second, the application must be made within six years after the defunct company was struck off; and (c) third, the court must be satisfied that: (i) at the time of the striking off, the company was carrying on business or in operation; or (ii) it is just that the name of the company be restored to the Register." ], "Interpretation Act 1965 (2020 Rev Ed) s 9A(1)": [ "44 Given that the purpose of the power in s 344(1) of the CA is, on the title of the provision, to strike off \u201cdefunct\u201d companies, it follows that the threshold for a company to be found to have been \u201ccarrying on business\u201d or \u201cin operation\u201d for the purposes of s 344(5) of the CA will not be a high one. It is trite law that the court applies a purposive construction to statutory provisions (see s 9A(1), Interpretation Act 1965 (2020 Rev Ed)). It is similarly axiomatic that, in discerning the purpose of a statutory provision, the court can ordinarily glean the purpose from the text of the provision placed in its statutory context (see the Court of Appeal decisions of Tan Cheng Bock v Attorney-General [2017] 2 SLR 850 (\u201cTan Cheng Bock\u201d) at [43] and [54(c)(ii)] and Tan Seng Kee v Attorney-General and other appeals [2022] 1 SLR 1347 (\u201cTan Seng Kee\u201d) at [172]). That statutory context can include the text used for the title of the provision at issue and related provisions (see, eg, Tan Cheng Bock at [56]\u2013[58]) and the titles for divisions of the statute within which the provision has been grouped (see, eg, Tan Seng Kee at [173])." ], "UK CA 1985 s 653(2)": [ "48 I turn to consider how the phrase \"carrying on business or in operation\" is to be applied. The English High Court Chancery Division (Companies Court) decision in Re Priceland Ltd [1997] 1 BCLC 467 is instructive in this regard. There, Laddie J was concerned with an application for restoration brought under s 653(2) of the UK CA 1985 (see at [28] above), which allowed the struck off company or its members or creditors who \"feels aggrieved\" by the striking off to seek the company\u2019s restoration to the register where inter alia \"the company..." ], "UK Companies Act 1985 s 653(2)": [ "48 I turn to consider how the phrase \u201ccarrying on business or in operation\u201d is to be applied. The English High Court Chancery Division (Companies Court) decision in Re Priceland Ltd [1997] 1 BCLC 467 is instructive in this regard. There, Laddie J was concerned with an application for restoration brought under s 653(2) of the UK CA 1985 (see at [28] above), which allowed the struck off company or its members or creditors who \u201cfeels aggrieved\u201d by the striking off to seek the company\u2019s restoration to the register where inter alia \u201cthe company was at the time of striking off carrying on business or in operation\u201d (at 471). In that context, Laddie J held that the company there was dormant at the time of its striking off, in the following terms (at 472): \u2026 Precisely what is covered by the words \u2018in operation\u2019 is unclear. This has been commented upon by Harman J in Re Portrafram Ltd [1986] BCLC 533. However both Mr Morgan and Mr Davis gave examples of activities which might be carried on by the company which are short of carrying on business yet still count as being in operation. For example a company may have ceased trading but still be engaged in trying to secure a tax refund for the benefit of its creditors. It seems to me that the purpose of the section is to give the court the widest possible powers to restore. The words \u2018carrying on business or in operation\u2019 in s 653(2) should be read together and in the light of that purpose. What the section is directing the court to do is to look back to the time of dissolution. If, at that time, the company was completely dormant, this particular avenue for giving jurisdiction to the court is not made out. On the other hand if the company was carrying on any activity at all, then the court\u2019s power to restore is brought into play. [emphasis added]" ], "UK\u2019s Companies Act 1948 - s 352(1)": [ "27 Similar reasoning was adopted by Megarry J in the English High Court Chancery Division case of In re Wood and Martin (Bricklaying Contractors) Ltd [1971] 1 WLR 293, which concerned an application under s 352(1) of the UK CA 1948 for an order of court declaring a dissolution of a company to be void by a person \u201cinterested\u201d in such an order. For the purposes of finding if an applicant is \u201cinterested\u201d, Megarry J held that a person would be so \u201cinterested\u201d if he or she held an interest \u201cof a proprietary or pecuniary nature in resuscitating the company\u201d (at 297). In appraising the prospect of such an asserted proprietary or pecuniary interest actually coming to fruition, he held that, \u201c[i]t does not, I think, have to be shown that the interest is one which is firmly established or highly likely to prevail: provided it is not merely shadowy, I think it suffices for the purpose of section 352\u201d (at 297) (see also the English Court of Appeal Civil Division case of Stanhope Pension Trust Ltd and another v Registrar of Companies and another [1994] 1 BCLC 628 at 635)." ], "UK\u2019s Companies Act 1948 - s 353(6)": [ "25 A similar phrase can be found in s 353(6) of the UK\u2019s Companies Act 1948 (c 38) (the \u201cUK CA 1948\u201d), which concerns applications to restore a company to the register brought by the company or a member or creditor thereof who \u201cfeels aggrieved\u201d by the striking off. In applying that provision in the English High Court Chancery Division case of In re Lindsay Bowman Ltd [1969] 1 WLR 1443, Megarry J held (at 1448) that, assuming the \u201cartificial and impersonal entity that we know as a limited company has been endowed with the capacity not merely of having feelings but also of feeling aggrieved\u201d, the applicant company there could not be said to feel aggrieved by its striking off. This was because there were no \u201creal prospects of a surplus to be snatched from the fate of bona vacantia\u201d and \u201cno hope of a surplus\u201d, only \u201cthe most cautious of assertions in the petition that if it is granted \u2018some of\u2019 the assets \u2018may be\u2019 available for the benefit of creditors\u201d." ], "UK\u2019s Companies Act 1985 - s 653": [ "28 Lastly, in Re Blenheim Leisure (Restaurants) Ltd (No 2) [2000] BCC 821 (\u201cRe Blenheim\u201d) (and relied upon by the English High Court Chancery Division in Witherdale Ltd and another v Registrar of Companies and others [2008] 1 BCLC 174 at [26]\u2013[27]), Neuberger J (as he then was), sitting in the English High Court Chancery Division, addressed an application for restoration brought under s 653 of the UK\u2019s Companies Act 1985 (c 6) (the \u201cUK CA 1985\u201d), that (similar to s 353 of the UK CA 1948) allowed the company or its members or creditors who \u201cfeels aggrieved\u201d by a striking off to apply for restoration to the register. Neuberger J held that an application to restore a company is meant to be a \u201ccomparatively quick exercise\u201d; hence, \u201cit is normally wrong to consider the prospects of the company or its members establishing anything of value in great detail\u201d (at 834\u2013835). He held that the company \u201cBLR does have a prospect of establishing anything of value\u201d, which \u201cprospects are more than shadowy, but they are pretty speculative\u201d (at 835). In the end, he granted the application, \u201ctaking into account the weak but real prospect of the company having a significant value if restored\u201d [emphasis added] (at 836). Re Blenheim (at 835\u2013836) demonstrates that a court should not too easily shut the door on a prospective post-restoration cause of action by denying an application to restore merely because the court is of the view that the applicant\u2019s intended action would have a \u201cweak but real prospect\u201d of yielding something of practical value to the applicant." ], "UK\u2019s Companies Act 2006 (c 46) s 1029": [ "18[40]) that it was \u201cjust\u201d to order the restoration of four corporate entities under s 1029 of the UK\u2019s Companies Act 2006 (c 46) so as to enable the applicants to pursue causes of action against the restored entities for knowing receipts and breaches of constructive trusts. There, the applicants were held to be \u201cpersons with a potential legal claim against each of the restoration entities\u201d; thus, \u201cit would be just to restore each of the four entities to the Register of Companies to enable such claims to be pursued\u201d (at [33]). Indeed, I can see no persuasive reason why such a factual matrix cannot form the basis of a claim by an applicant that it is \u201cjust\u201d to order restoration, per s 344(5) of the CA. Nothing in the text nor the purpose of the CA would compel such a limiting construction of the phrase \u201cit is just that the name of the company be restored to the register\u201d as that urged by Mr Xie here." ], "act1": [ "29 I find, therefore, that the applicant would constitute a person who \u201cfeels aggrieved\u201d within the meaning of s 344(5) of the CA if, for instance, he seeks the restoration of the Company to bring a claim against it which cannot be said to be hopeless or lacking in \u201creal prospects\u201d of success (see at [25]\u2013[26] above). In that respect, I cannot find that the applicant\u2019s intended post-restoration claim against the Company is hopeless or obviously doomed to fail." ], "act2": [ "38 For instance, in the case of Standard Chartered Bank and another v Registrar of Companies [2022] 1 BCLC 528, the English High Court Chancery Division (Business and Property Courts in Manchester) held (at [32]\u2013[33] and [40]) that it was \u201cjust\u201d to order the restoration of four corporate entities under s 1029 of the UK\u2019s Companies Act 2006 (c 46) so as to enable the applicants to pursue causes of action against the restored entities for knowing receipts and breaches of constructive trusts. There, the applicants were held to be \u201cpersons with a potential legal claim against each of the restoration entities\u201d; thus, \u201cit would be just to restore each of the four entities to the Register of Companies to enable such claims to be pursued\u201d (at [33]). Indeed, I can see no persuasive reason why such a factual matrix cannot form the basis of a claim by an applicant that it is \u201cjust\u201d to order restoration, per s 344(5) of the CA. Nothing in the text nor the purpose of the CA would compel such a limiting construction of the phrase \u201cit is just that the name of the company be restored to the register\u201d as that urged by Mr Xie here." ] }, "held": "The court concluded that the applicant qualified as an aggrieved person and that restoration was warranted, emphasizing that a claim with real prospects may justify reinstatement even if the company had largely ceased operations or lacked significant assets. The decision clarifies the discretionary criteria for granting restoration under section 344(5).", "latin_principles": { "ipso facto": "43 The inclusion of this specific ground can be explained by the evident purpose behind the statutory power of the Registrar to strike off companies from the Register under s 344 of the CA, that being to strike off a company that is defunct. This purpose can be gleaned from the title of that provision: \u201cPower of Registrar to strike defunct company off register\u201d [emphasis added]. The trigger for the Registrar to exercise the striking off power under s 344(1) of the CA is that the Registrar \u201chas reasonable cause to believe that a company is not carrying on business or is not in operation\u201d. Hence, where a company was in fact carrying on business or in operation at the time, that would afford a strong ground to order restoration to the Register because the purpose behind the striking off in the first place would be shown to have been non-existent at the time (although, on the plain text of s 344(5) of the CA, that fact alone is not sufficient ipso facto to obtain an order for the company to be restored to the...", "prima facie": "40 As Neuberger J highlighted in Re Blenheim, where the party resisting the restoration can only point to prejudice flowing from the fact that they \u201cwill be back in the position that they would have been in if the company had not been struck off, plus some delay, uncertainty and nuisance\u201d (at 836), that factor will not weigh very heavily when balanced against the other factors militating in favour of restoration, in particular, the prospect of practical benefit sought by the applicant from such restoration. Likewise, I find here that this factor is not a weighty one in militating against it being \u201cjust\u201d to order the restoration of the Company\u2019s name to the Register, when balanced against the applicant\u2019s purpose for seeking such restoration, viz, to pursue a claim against the Company that is prima facie not unmeritorious." }, "legal_issues": [ "Whether the applicant qualifies as a person aggrieved under section 344(5) of the Companies Act", "whether the application is filed within the required six-year period", "whether the company was carrying on business or in operation at the time of striking off", "whether it is just to restore the company\u2019s name to the register." ], "prayer": "1 HC/OA 533/2024 is an application by Mr Lye Yew Cheong (the \u201capplicant\u201d) for an order that the name of Concept Werk Pte Ltd (the \u201cCompany\u201d) be restored to the register of companies (the \u201cRegister\u201d) maintained by the Registrar of Companies of the Accounting and Corporate Regulatory Authority (the \u201cACRA\u201d), pursuant to s 344(5) of the Companies Act 1967 (2020 Rev Ed) (the \u201cCA\u201d). Section 344(5) of the CA provides as follows:\n\nPower of Registrar to strike defunct company off register\n344.\u2014 \u2026\n(5) If any person feels aggrieved by the name of the company having been struck off the register, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck off may, if satisfied that the company was, at the time of the striking off, carrying on business or in operation or otherwise that it is just that the name of the company be restored to the register, order the name of the company to be restored to the register, and upon a copy of the order being lodged with the Registrar the company is deemed to have continued in existence as if its name had not been struck off, and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.", "reserved_date": "16.09.2024", "second_party": [ "1. Accounting and Corporate Regulatory Authority", "2. Xie Zhiyang Keith" ], "statutes": { "Companies Act": "11 The applicant commenced proceedings against the Company, Mr Xie, and Ms Tay in the Small Claims Tribunal (the \u201cSCT\u201d) on or around 26 October 2023. The applicant claimed for damages to recover for losses that were said to have been caused by the Company\u2019s failure to complete the renovation works satisfactorily. These damages included the rental for the Apartment. The applicant later withdrew his claim in the SCT on or around 22 January 2024, with the intention of pursuing fresh proceedings against the Company in the General Division of the High Court. Given that the Company had already been struck off by then, the applicant commenced the present application for a court order that the name of the Company be restored to the Register under s 344(5) of the CA.", "Companies Act (Cap 50, 2006 Rev Ed) #1": "29 I find, therefore, that the applicant would constitute a person who \u201cfeels aggrieved\u201d within the meaning of s 344(5) of the CA if, for instance, he seeks the restoration of the Company to bring a claim against it which cannot be said to be hopeless or lacking in \u201creal prospects\u201d of success (see at [25]\u2013[26] above). In that respect, I cannot find that the applicant\u2019s intended post-restoration claim against the Company is hopeless or obviously doomed to fail.", "Companies Act (Cap 50, 2006 Rev Ed) #2": "38 For instance, in the case of Standard Chartered Bank and another v Registrar of Companies [2022] 1 BCLC 528, the English High Court Chancery Division (Business and Property Courts in Manchester) held (at [32]\u2013[33] and [40]) that it was \u201cjust\u201d to order the restoration of four corporate entities under s 1029 of the UK\u2019s Companies Act 2006 (c 46) so as to enable the applicants to pursue causes of action against the restored entities for knowing receipts and breaches of constructive trusts. There, the applicants were held to be \u201cpersons with a potential legal claim against each of the restoration entities\u201d; thus, \u201cit would be just to restore each of the four entities to the Register of Companies to enable such claims to be pursued\u201d (at [33]).", "Companies Act (Cap 50, 2006 Rev Ed) s 344(1)": "43 The inclusion of this specific ground can be explained by the evident purpose behind the statutory power of the Registrar to strike off companies from the Register under s 344 of the CA, that being to strike off a company that is defunct. This purpose can be gleaned from the title of that provision: \u201cPower of Registrar to strike defunct company off register\u201d [emphasis added]. The trigger for the Registrar to exercise the striking off power under s 344(1) of the CA is that the Registrar \u201chas reasonable cause to believe that a company is not carrying on business or is not in operation\u201d. Hence, where a company was in fact carrying on business or in operation at the time, that would afford a strong ground to order restoration to the Register because the purpose behind the striking off in the first place would be shown to have been non-existent at the time (although, on the plain text of s 344(5) of the CA, that fact alone is not sufficient ipso facto to obtain an order for the company to be restored to the register...).", "Companies Act (Cap 50, 2006 Rev Ed) s 344(5)": "Paragraph 1 (18[40]): 18[40]) that it was \u201cjust\u201d to order the restoration of four corporate entities under s 1029 of the UK\u2019s Companies Act 2006 (c 46) so as to enable the applicants to pursue causes of action against the restored entities for knowing receipts and breaches of constructive trusts. There, the applicants were held to be \u201cpersons with a potential legal claim against each of the restoration entities\u201d; thus, \u201cit would be just to restore each of the four entities to the Register of Companies to enable such claims to be pursued\u201d (at [33]). Indeed, I can see no persuasive reason why such a factual matrix cannot form the basis of a claim by an applicant that it is \u201cjust\u201d to order restoration, per s 344(5) of the CA. Nothing in the text nor the purpose of the CA would compel such a limiting construction of the phrase \u201cit is just that the name of the company be restored to the register\u201d as that urged by Mr Xie here.\n\nParagraph 41: 41 For all these reasons, I find that it is \u201cjust\u201d to order for the Company\u2019s name to be restored to the Register under all the circumstances. This, in addition to (a) my finding that the applicant is a person who \u201cfeels aggrieved\u201d by the Company having been struck off the Register (see at [31] above); and (b) the fact that the application was made within six years of the Company having been struck off, would suffice to grant the application under s 344(5) of the CA (see at [17] above). However, as Mr Xie has made submissions on whether the Company had been carrying on business or was in operation at the time of the striking off, I proceed to consider that alternative ground for granting the restoration application.\n\nParagraph 42: 42 On the plain wording of s 344(5) of the CA, once the applicant has shown that he has standing to bring the application and that the application is not time-barred, an order for restoration may be made either where the company, at the time of the striking off, was \u201ccarrying on business or in operation\u201d or it is \u201cotherwise \u2026 just\u201d to order restoration. The latter is a miscellaneous \u201ccatch-all\u201d ground intended to encompass any other possible scenario in which ordering restoration is a fair outcome in the circumstances. In contrast, the fact that a company was carrying on business or in operation at the time of the striking off would form a specific ground to order restoration, provided the earlier two requirements of standing and the six-year time-bar have been satisfied.\n\nParagraph 47: 47 I would add, however, that the use of the word \u201cmay\u201d in s 344(5) of the CA makes clear that the grant or refusal of the restoration order is subject to the discretion of the court (see, by way of analogy, the Court of Appeal\u2019s analysis on the similar use of the word \u201cmay\u201d to confer a discretionary power on the court to order a winding up of a company, per ss 253 and 254 of the Companies Act (Cap 50, 2006 Rev Ed), in BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949 at [4]\u2013[5] and Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510 at [71]). Hence, even where it is shown that a company was carrying on business or in operation at the time of the striking off, the court still retains the discretion to refuse the restoration sought. Further, the same discretion would also apply to the ground for restoration of the company to the Register where it is \u201cjust\u201d to do so, although it is difficult to see why a court would be justified in exercising its discretion to refuse a restoration order when it has ascertained that restoration would be \u201cjust\u201d under all the circumstances.", "Companies Act (Cap 50, 2006 Rev Ed) sections 253, 254": "47 I would add, however, that the use of the word \u201cmay\u201d in s 344(5) of the CA makes clear that the grant or refusal of the restoration order is subject to the discretion of the court (see, by way of analogy, the Court of Appeal\u2019s analysis on the similar use of the word \u201cmay\u201d to confer a discretionary power on the court to order a winding up of a company, per ss 253 and 254 of the Companies Act (Cap 50, 2006 Rev Ed), in BNP Paribas v Jurong Shipyard Pte Ltd [2009] 2 SLR(R) 949 at [4]\u2013[5] and Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd [2021] 2 SLR 510 at [71]). Hence, even where it is shown that a company was carrying on business or in operation at the time of the striking off, the court still retains the discretion to refuse the restoration sought. Further, the same discretion would also apply to the ground for restoration of the company to the Register where it is \u201cjust\u201d to do so, although it is difficult to see why a court would be justified in exercising its discretion to refuse a restoration order when it has ascertained that restoration would be \u201cjust\u201d under all the circumstances.", "Companies Act (Singapore) - s 344(5)": "24 This low threshold for the applicant\u2019s standing to be made out is also supported by the language of s 344(5) of the CA, which speaks of an applicant being a person who \u201cfeels aggrieved\u201d [emphasis added]. The description of an applicant as one who \u201cfeels\u201d aggrieved would sit uneasily with a full-fledged scrutiny of the merits of that applicant\u2019s reasons for seeking the restoration of a company\u2019s name to the Register. Instead, the statutory language plainly contemplates an applicant with a real or material reason for believing that he or she has been prejudiced by the company\u2019s name having been struck off the Register.", "Companies Act 1967 (2020 Rev Ed)": "1 HC/OA 533/2024 is an application by Mr Lye Yew Cheong (the \u201capplicant\u201d) for an order that the name of Concept Werk Pte Ltd (the \u201cCompany\u201d) be restored to the register of companies (the \u201cRegister\u201d) maintained by the Registrar of Companies of the Accounting and Corporate Regulatory Authority (the \u201cACRA\u201d), pursuant to s 344(5) of the Companies Act 1967 (2020 Rev Ed) (the \u201cCA\u201d). Section 344(5) of the CA provides as follows:\nPower of Registrar to strike defunct company off register\n344.\u2014 \u2026\n(5) If any person feels aggrieved by the name of the company having been struck off the register, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck off may, if satisfied that the company was, at the time of the striking off, carrying on business or in operation or otherwise that it is just that the name of the company be restored to the register, order the name of the company to be restored to the register, and upon a copy of the order being lodged with the Registrar the company is deemed to have continued in existence as if its name had not been struck off, and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.", "Companies Act s 344(5)": "54 For completeness, recalling that I had held that, in an application under s 344(5) of the CA, the court should not normally delve too deeply into a full merits analysis of the parties\u2019 affidavit evidence (see at [22]\u2013[23] above), this does not mean that the court is bound to accept all assertions on affidavit at face value. Indeed, an analogy may be drawn with the summary judgment context, where courts regularly reject assertions on affidavit where it is clear that they should be disbelieved, even in the context of making a summary determination of a dispute without the benefit of a full civil trial on the merits (see, eg, the High Court decisions of M2B World Asia Pacific Pte Ltd v Matsumura Akihiko [2015] 1 SLR 325 at [19] and KLW Holdings Ltd v Straitsworld Advisory Ltd and another [2017] 5 SLR 184 at [16]). Accordingly, there is no contradiction between my holding that the court should not delve into granular findings of fact in an application under s 344(5) of the CA (see at [22]\u2013[23] above) and my rejection of Mr Xie\u2019s bare assertions on affidavit (see at [52]\u2013[53] above). This is especially as the merits or eventual success of an applicant\u2019s prospective post-restoration cause of action is not a fact that must be demonstrated to the court\u2019s satisfaction in order to render a restoration order, per s 344(5) of the CA. In contrast, if the court seeks to grant a restoration order on the specific basis that a company was either \u201ccarrying on business\u201d or \u201cin operation\u201d at the time of the striking off, it must be satisfied of that fact, based on the plain wording of that provision.", "Companies Act, Section 344(5)": "16 As mentioned at [12] above, the General Division of the High Court in Alvin Fu, following the prior High Court decisions of Re Asia Petan Organisation Pte Ltd [2018] 3 SLR 435 (\u201cRe Asia Petan\u201d) and Ganesh Paulraj v Avantgarde Shipping Pte Ltd [2019] 4 SLR 617 (\u201cGanesh\u201d), laid down (at [15]) the following requirements which have to be satisfied before a company\u2019s name can be restored to the Register pursuant to s 344(5) of the CA: (a) first, the applicant must be an \u201caggrieved person\u201d; (b) second, the application must be made within six years after the defunct company was struck off; and (c) third, the court must be satisfied that: (i) at the time of the striking off, the company was carrying on business or in operation; or (ii) it is just that the name of the company be restored to the Register.", "Interpretation Act 1965 (2020 Rev Ed) s 9A(1)": "44 Given that the purpose of the power in s 344(1) of the CA is, on the title of the provision, to strike off \u201cdefunct\u201d companies, it follows that the threshold for a company to be found to have been \u201ccarrying on business\u201d or \u201cin operation\u201d for the purposes of s 344(5) of the CA will not be a high one. It is trite law that the court applies a purposive construction to statutory provisions (see s 9A(1), Interpretation Act 1965 (2020 Rev Ed)). It is similarly axiomatic that, in discerning the purpose of a statutory provision, the court can ordinarily glean the purpose from the text of the provision placed in its statutory context (see the Court of Appeal decisions of Tan Cheng Bock v Attorney-General [2017] 2 SLR 850 (\u201cTan Cheng Bock\u201d) at [43] and [54(c)(ii)] and Tan Seng Kee v Attorney-General and other appeals [2022] 1 SLR 1347 (\u201cTan Seng Kee\u201d) at [172]).", "UK Companies Act 1985 s 653(2)": "48 I turn to consider how the phrase \u201ccarrying on business or in operation\u201d is to be applied. The English High Court Chancery Division (Companies Court) decision in Re Priceland Ltd [1997] 1 BCLC 467 is instructive in this regard. There, Laddie J was concerned with an application for restoration brought under s 653(2) of the UK CA 1985 (see at [28] above), which allowed the struck off company or its members or creditors who \u201cfeels aggrieved\u201d by the striking off to seek the company\u2019s restoration to the register where inter alia \u201cthe company was at the time of striking off carrying on business or in operation\u201d (at 471). In that context, Laddie J held that the company there was dormant at the time of its striking off, in the following terms (at 472): \u2026 Precisely what is covered by the words \u2018in operation\u2019 is unclear. This has been commented upon by Harman J in Re Portrafram Ltd [1986] BCLC 533. However both Mr Morgan and Mr Davis gave examples of activities which might be carried on by the company which are short of carrying on business yet still count as being in operation. For example a company may have ceased trading but still be engaged in trying to secure a tax refund for the benefit of its creditors. It seems to me that the purpose of the section is to give the court the widest possible powers to restore \u2026", "UK\u2019s Companies Act 1948 - s 352(1)": "27 Similar reasoning was adopted by Megarry J in the English High Court Chancery Division case of In re Wood and Martin (Bricklaying Contractors) Ltd [1971] 1 WLR 293, which concerned an application under s 352(1) of the UK CA 1948 for an order of court declaring a dissolution of a company to be void by a person \u201cinterested\u201d in such an order. For the purposes of finding if an applicant is \u201cinterested\u201d, Megarry J held that a person would be so \u201cinterested\u201d if he or she held an interest \u201cof a proprietary or pecuniary nature in resuscitating the company\u201d (at 297). In appraising the prospect of such an asserted proprietary or pecuniary interest actually coming to fruition, he held that, \u201cIt does not, I think, have to be shown that the interest is one which is firmly established or highly likely to prevail: provided it is not merely shadowy, I think it suffices for the purpose of section 352\u201d (at 297).", "UK\u2019s Companies Act 1948 - s 353(6)": "25 A similar phrase can be found in s 353(6) of the UK\u2019s Companies Act 1948 (c 38) (\u201cUK CA 1948\u201d), which concerns applications to restore a company to the register brought by the company or a member or creditor thereof who \u201cfeels aggrieved\u201d by the striking off. In applying that provision in the English High Court Chancery Division case of In re Lindsay Bowman Ltd [1969] 1 WLR 1443, Megarry J held (at 1448) that, assuming the \u201cartificial and impersonal entity that we know as a limited company has been endowed with the capacity not merely of having feelings but also of feeling aggrieved\u201d, the applicant company there could not be said to feel aggrieved by its striking off. This was because there were no \u201creal prospects of a surplus to be snatched from the fate of bona vacantia\u201d and \u201cno hope of a surplus\u201d, only \u201cthe most cautious of assertions in the petition that if it is granted \u2018some of\u2019 the assets \u2018may be\u2019 available for the benefit of creditors\u201d.", "UK\u2019s Companies Act 1985 - s 653": "28 Lastly, in Re Blenheim Leisure (Restaurants) Ltd (No 2) [2000] BCC 821 (\u201cRe Blenheim\u201d) (and relied upon by the English High Court Chancery Division in Witherdale Ltd and another v Registrar of Companies and others [2008] 1 BCLC 174 at [26]\u2013[27]), Neuberger J (as he then was), sitting in the English High Court Chancery Division, addressed an application for restoration brought under s 653 of the UK\u2019s Companies Act 1985 (c 6) (\u201cUK CA 1985\u201d), that (similar to s 353 of the UK CA 1948) allowed the company or its members or creditors who \u201cfeels aggrieved\u201d by a striking off to apply for restoration to the register. Neuberger J held that an application to restore a company is meant to be a \u201ccomparatively quick exercise\u201d; hence, \u201cit is normally wrong to consider the prospects of the company or its members establishing anything of value in great detail\u201d (at 834\u2013835).", "UK\u2019s Companies Act 2006 (c 46) s 1029": "18[40]) that it was \u201cjust\u201d to order the restoration of four corporate entities under s 1029 of the UK\u2019s Companies Act 2006 (c 46) so as to enable the applicants to pursue causes of action against the restored entities for knowing receipts and breaches of constructive trusts. There, the applicants were held to be \u201cpersons with a potential legal claim against each of the restoration entities\u201d; thus, \u201cit would be just to restore each of the four entities to the Register of Companies to enable such claims to be pursued\u201d (at [33])." }, "statutes_headnotes": { "Companies Act (Cap 50, 2006 Rev Ed)": "\u2014 Restoration of Struck-Off Company \u2014 Discretion under s 344(5) akin to winding-up provisions under ss 253 and 254 \u2014 \u0027May\u0027 indicates court\u2019s discretion to refuse restoration even if company carried on business at time of striking off \u2014 Applicant must show a genuine or non-hopeless claim within six years and need not prove full merits at restoration stage \u2014 Minimal assets or apparent defunct status not an absolute bar \u2014 Requirement that a \u0027person aggrieved\u0027 prove the company was \u0027carrying on business\u0027 or \u0027in operation\u0027 when seeking restoration on that basis \u2014 Restoration granted where statutory criteria are satisfied and the claim warrants further adjudication.", "Companies Act (Cap 50, 2006 Rev Ed) s 344(1)": "\u2014 Restoration of struck-off company \u2014 Threshold question: whether applicant is an \u0027aggrieved person\u0027 under s 344(5) \u2014 Application filed within six-year period \u2014 Court must consider if the company was carrying on business or had ongoing obligations at the time of striking off \u2014 Striking off is meant to remove defunct companies \u2014 Non-hopeless claim and minimal assets do not bar restoration \u2014 Restoration allowed.", "Companies Act (Cap 50, 2006 Rev Ed) s 344(5)": "\u2014 Restoration of struck-off company \u2014 Person \u2018aggrieved\u2019 under s 344(5) if claim is not obviously hopeless \u2014 Section 344(5) sets out that (i) the applicant must be an \u0027aggrieved person,\u0027 (ii) the application is filed within six years, and (iii) the court must be satisfied the company was in business at the time of striking off or that restoration is just \u2014 Low threshold for standing; real or material reason for believing prejudice suffices \u2014 Minimal assets or defunct status not fatal if a genuine or non-hopeless claim is shown \u2014 Whether the company was carrying on business or in operation at time of striking off relevant but not determinative \u2014 Court retains discretion to grant or refuse restoration even if statutory criteria are met \u2014 Restoration allowed.", "Companies Act 1967 (2020 Rev Ed)": "\u2014 Restoration of company \u2014 Section 344(5) \u2014 Whether applicant qualifies as \u0027aggrieved person\u0027 \u2014 Application filed within six-year period \u2014 Court to determine if company was carrying on business or if restoration is otherwise just \u2014 Non-hopeless claim for defective renovation works justifies reinstatement \u2014 Restoration granted despite minimal assets or cessation of operations \u2014 Discretionary power under s 344(5) upheld.", "Interpretation Act 1965 (2020 Rev Ed) s 9A(1)": "\u2014 Purposive Construction \u2014 Court to ascertain legislative purpose from text and statutory context \u2014 Titles and headings of provisions relevant to discern intent \u2014 Tan Cheng Bock v Attorney-General [2017] 2 SLR 850 and Tan Seng Kee v Attorney-General [2022] 1 SLR 1347 followed \u2014 Threshold for finding a company \u0027carrying on business\u0027 or \u0027in operation\u0027 under s 344(5) of Companies Act not high \u2014 Provision\u2019s title indicative of legislative aim.", "UK Companies Act 1985 s 653(2)": "\u2014 Restoration of struck-off company \u2014 Person aggrieved or real claim \u2014 Application within six-year limit \u2014 Whether company was carrying on business or in operation at time of striking off \u2014 Minimal or lacking assets do not bar restoration \u2014 Court\u2019s wide discretion to restore if non-hopeless claim exists \u2014 Restoration allowed.", "UK\u2019s Companies Act 1948 - s 352(1)": "\u2014 Restoration of company \u2014 Person \u2018interested\u2019 or \u2018aggrieved\u2019 under s 352(1) \u2014 Interest must be proprietary or pecuniary and not merely shadowy \u2014 Applicant\u2019s non-hopeless claim suffices \u2014 Restoration granted despite limited assets and operations \u2014 Court held applicant an aggrieved person and reinstated company\u2019s name to the register.", "UK\u2019s Companies Act 1948 - s 353(6)": "\u2014 Restoration of Struck-Off Company \u2014 Applicant \u0027aggrieved\u0027 by striking off \u2014 In re Lindsay Bowman Ltd notes a company cannot feel aggrieved absent real prospects of surplus \u2014 Here, the applicant\u2019s non-hopeless claim and genuine interest in resolving defective renovation works suffice to establish grievance \u2014 Time requirement met, ongoing obligations shown \u2014 Despite minimal assets and cessation of operations, restoration held just under s 344(5) \u2014 Discretionary criteria reaffirmed: even defunct entities may be reinstated where there is a real prospect of enforcing substantive claims.", "UK\u2019s Companies Act 1985 - s 653": "\u2014 Restoration of struck off company \u2014 Whether applicant qualifies as \u2018person aggrieved\u2019 and filed application within six-year limit \u2014 No detailed inquiry into merits required at restoration stage \u2014 Even a weak but real prospect of recovery justifies restoration \u2014 Restoration granted.", "UK\u2019s Companies Act 2006 (c 46) s 1029": "\u2014 Restoration of struck off company \u2014 Whether applicant qualifies as \u2018aggrieved person\u2019 \u2014 Whether application brought within six years \u2014 Whether company was carrying on business or in operation at time of striking off \u2014 Whether \u2018just\u2019 to order restoration \u2014 A non-hopeless claim for defective works can justify reinstatement despite minimal assets or ceased operations \u2014 Restoration allowed." } }, "summary": { "formatted_summary": "The applicant sought to restore a company that had been struck off so that he could pursue claims for allegedly defective renovation works. Mr Xie opposed the restoration, asserting that the company had ceased operations and that any claim would lack merit. The court examined whether the applicant was an aggrieved person, whether the application was made within six years, whether the company was operating at the time of striking off, and whether restoration was just. Concluding that the applicant showed a genuine interest in proceeding with his case and that the company had sufficient ongoing activities, the court allowed restoration under section 344(5) of the Companies Act. The judgment clarifies that even if a company appears defunct or has minimal assets, an applicant\u2019s non-hopeless claim may warrant restoration when the statutory criteria are satisfied." } }