In Fu Zhihui Alvin & Anor v Accounting and Corporate Regulatory Authority [2023] SGHC 177, the Singapore High Court considered an application to have a company restored to the Register of Companies (“Register“). The Court considered whether the applicant had locus standi despite having previously applied for the company to be struck off, and whether it was just to allow the application.
The applicant in this matter, Mr Fu, had incorporated the Company to provide consultancy services. He subsequently ceased offering consultancy services and applied to the Accounting and Corporate Regulatory Authority (“ACRA“) for the Company to be struck off. More than three years later, Mr Fu filed the present application for the Company to be restored to the Register as a vehicle to make investments.
The Court held that Mr Fu had established the locus standi requirement. Section 344(5) of the Companies Act governs the restoration of companies struck off the Register and provides that an application may be made if “any person feels aggrieved by the name of the company having been struck off the [R]egister”.
The Court held that Mr Fu constituted an “aggrieved person”, notwithstanding the fact that he had earlier applied on the Company’s behalf to strike off the Company. Even though the wording of the statute suggested that an applicant could not be aggrieved by its own previous actions of striking off a company, the Court took a wider view of this provision based on case law and policy, finding that there may be circumstances in which there may be good reason for such an applicant to restore the company.
The Court further held that, having regard to all the circumstances of the case, it was just for the Company to be restored to the Register. The courts in earlier cases have considered it just to restore companies to retain some benefit or value that would otherwise have been lost. Here, the Court found that the restoration of the Company would have the following practicable benefits: (i) conferring Mr Fu the tangible benefit of time and cost savings and allowing him to commence business activity earlier; and (ii) potentially adding value to the local economy and generating employment. Further, the Court was satisfied that the restoration of the Company would cause no prejudice to any third party.
The Court thus granted Mr Fu’s application to restore the Company to the Register.
