Re Haeusler: Application for Leave to Act as Director Under Section 155A(3) of the Companies Act
In Re Haeusler, the General Division of the High Court of Singapore heard an application by Thomas Haeusler under Section 155A(3) of the Companies Act for leave to act as a director during his disqualification period. Haeusler was disqualified after three companies of which he was a director were struck off the register. The Minister opposed the application. Coomaraswamy J dismissed the application, finding that Haeusler had not demonstrated a sufficient capacity for compliance to merit leave at this stage of his disqualification.
1. Case Overview
1.1 Court
General Division of the High Court of Singapore1.2 Outcome
Application dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court dismissed Thomas Haeusler's application for leave to act as a director during his disqualification under Section 155A(3) of the Companies Act.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Thomas Haeusler | Applicant | Individual | Application dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vinodh Coomaraswamy | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Adrian Tan | August Law Corporation |
4. Facts
- The applicant is a Swiss national and a permanent resident of Singapore.
- The applicant was a director of three companies that were struck off the register by the Registrar.
- The applicant was disqualified from acting as a director under s 155A(1) of the Companies Act.
- The applicant applied for leave to act as a director during the period of his disqualification under s 155A(3) of the Companies Act.
- The applicant was unaware of his disqualification until informed by ACRA.
- The applicant resigned from his directorships after learning of his disqualification.
- The applicant failed to file annual returns for the struck-off companies.
5. Formal Citations
- Re Haeusler, Thomas, Originating Summons No 1028 of 2018, [2021] SGHC 93
6. Timeline
| Date | Event |
|---|---|
| Applicant disqualified from acting as a director of any company under s 155A(1) of the Act for a period of five years | |
| Applicant accepted appointment as a sole director of six new companies | |
| Applicant accepted appointment as a sole director of six new companies | |
| Applicant applied to strike off one of his 36 companies voluntarily under s 344A of the Act | |
| Applicant learned for the first time that he had been disqualified since 6 June 2017 | |
| Applicant made this application under s 155A(3) of the Act | |
| Applicant received a letter from ACRA informing him of his disqualification | |
| Applicant had resigned as a director from all of his companies | |
| Hearing date | |
| Judgment date |
7. Legal Issues
- Disqualification of Director
- Outcome: The court held that the applicant had not demonstrated a sufficient capacity for compliance to merit leave to act as a director during the period of his disqualification.
- Category: Substantive
- Sub-Issues:
- Failure to comply with regulatory requirements
- Inability to manage multiple directorships
8. Remedies Sought
- Leave to act as director during the period of disqualification
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Corporate Governance
- Commercial Law
11. Industries
- Legal Services
- Consulting
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Kardachi, Jason Aleksander v Attorney-General | Court of Appeal | Yes | [2020] 2 SLR 1190 | Singapore | Cited regarding the interpretation of s 155A(1) and the exercise of discretion under s 155A(3) of the Companies Act. |
| Ong Chow Hong (alias Ong Chaw Ping) v Public Prosecutor and another appeal | High Court | Yes | [2011] 3 SLR 1093 | Singapore | Cited for the principles regarding the discretion under s 154(6) of the Companies Act and the statutory objective of the Act’s regime for disqualifying directors, but distinguished. |
| In re Lo-Line Electric Motors Ltd and others | Chancery Division | Yes | [1988] 1 Ch 477 | England and Wales | Cited for the principle that the disqualification of a director has a significant impact on his livelihood and constitutes a “substantial interference with the freedom of the individual”. |
| Huang Sheng Chang and others v Attorney-General | High Court | Yes | [1983–1984] SLR(R) 182 | Singapore | Cited for the five factors to be considered when granting leave to act as a director after an automatic disqualification, but distinguished. |
| Madhavan Peter v Public Prosecutor and other appeals | High Court | Yes | [2012] 4 SLR 613 | Singapore | Cited as an example of a director who poses an obvious risk to the public. |
| Lee Huay Kok v Attorney-General | High Court | Yes | [2001] 3 SLR(R) 287 | Singapore | Cited for the principle that the discretion under s 154(6) of the Act ought not to be applied so widely as to emasculate the disqualification or to nullify its statutory objective. |
| Quek Leng Chye and another v Attorney-General | Privy Council | Yes | [1985–1986] SLR(R) 282 | Singapore | Cited for the principle that the burden of proof lies upon an applicant to satisfy the court that he is “possessed of the high degree of commercial integrity with which those exercising influential managerial functions in limited liability companies should be endowed if the public is to be given adequate financial protection”, but distinguished. |
| W&P Piling Pte Ltd (in liquidation) v Chew Yin What and others | High Court | Yes | [2007] 4 SLR(R) 218 | Singapore | Cited for the principle that every director is subject to the same duties under the Act. |
| Vita Health Laboratories Pte Ltd and others v Pang Seng Meng | High Court | Yes | [2004] 4 SLR(R) 162 | Singapore | Cited for the principle that every director is expected to acquire and maintain sufficient knowledge and understanding of a company’s business. |
| Lim Teck Cheng v Attorney-General | High Court | Yes | [1995] 3 SLR(R) 223 | Singapore | Cited for the principle that a disqualification under s 155A(1) is a penalty and it is in the nature of penalties that they cause hardship. |
| Mukherjee Amitava v Dystar Global Holdings (Singapore) Pte Ltd and others | High Court | Yes | [2018] 5 SLR 256 | Singapore | Cited regarding the obligations imposed on the company and every director of the company. |
| Mukherjee Amitava v Dystar Global Holdings (Singapore) Pte Ltd and others | Court of Appeal | Yes | [2018] 2 SLR 1054 | Singapore | Cited regarding the obligations imposed on the company and every director of the company. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Section 155A of the Companies Act (Cap 50) | Singapore |
| Section 344 of the Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Section 344A of the Companies Act | Singapore |
| Section 19(5) of the Companies Act | Singapore |
| Section 19(3) of the Companies Act | Singapore |
| Section 19(4) of the Companies Act | Singapore |
| Section 205B(2) of the Companies Act | Singapore |
| Section 373(19)(a) of the Companies Act | Singapore |
| Section 201A of the Companies Act | Singapore |
| Section 205B(1) of the Companies Act | Singapore |
| Section 373(9) of the Companies Act | Singapore |
| Section 205B(3) of the Companies Act | Singapore |
| Section 197(1) of the Companies Act | Singapore |
| Section 142(1) of the Companies Act | Singapore |
| Section 145(1) of the Companies Act | Singapore |
| Section 197(6) of the Companies Act | Singapore |
| Section 142(2) of the Companies Act | Singapore |
| Section 155 of the Companies Act | Singapore |
| Section 13 of the Companies Act | Singapore |
| Section 399 of the Companies Act | Singapore |
| Section 154(1) of the Companies Act | Singapore |
| Section 154(3) of the Companies Act | Singapore |
| Section 154(2) of the Companies Act | Singapore |
| Section 157 of the Companies Act | Singapore |
| Section 339 of the Companies Act | Singapore |
| Section 157(3)(b) of the Companies Act | Singapore |
| Section 157(1) of the Companies Act | Singapore |
| Section 339 of the Companies Act | Singapore |
| Section 232 of the Securities and Futures Act (Cap 289, 2006 Rev Ed) | Singapore |
| Section 154(6) of the Companies Act | Singapore |
| Section 145(5) of the Companies Act | Singapore |
| Section 145(6)(b) of the Companies Act | Singapore |
| Section 254(1)(i) of the Companies Act | Singapore |
| Section 253(1) of the Companies Act | Singapore |
| Section 124(1)(b) of the Insolvency, Restructuring and Dissolution Act | Singapore |
| Section 125(1)(i) of the Insolvency, Restructuring and Dissolution Act | Singapore |
| Section 125(1)(b) of the Insolvency, Restructuring and Dissolution Act | Singapore |
| Section 2(1) of the Interpretation Act (Cap 1, 2002 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Disqualification
- Director
- Companies Act
- Striking off
- Leave to act
- Capacity for compliance
- Regulatory compliance
15.2 Keywords
- Companies Act
- Director disqualification
- Section 155A
- Striking off
- Leave to act as director
- Corporate compliance
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Company Law | 90 |
| Director's Duties | 70 |
| Winding Up | 60 |
| Insolvency Law | 50 |
| Fiduciary Duties | 30 |
| Civil Procedure | 20 |
16. Subjects
- Companies Law
- Directors
- Disqualification
- Corporate Governance