Fu Zhihui Alvin v ACRA: Restoration of Struck-Off Company for Investments
Mr. Fu Zhihui Alvin and Authorities Services Pte Ltd applied to the General Division of the High Court of Singapore to restore Authorities Services Pte Ltd to the register. The respondent was the Accounting and Corporate Regulatory Authority. The court, presided over by Justice Lee Seiu Kin, granted the application, finding that Mr. Fu had the standing to bring the application and that it was just to order the restoration, as Mr. Fu intended to use the company for investments and restoring the company would save time and costs compared to incorporating a new one.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Application Granted
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Mr. Fu sought to restore Authorities Services Pte Ltd to the register for investment purposes. The court granted the application, finding Mr. Fu had standing.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Accounting and Corporate Regulatory Authority | Respondent | Government Agency | Neutral | Neutral | |
| Fu Zhihui Alvin | Applicant | Individual | Application Granted | Won | |
| Authorities Services Pte Ltd | Applicant | Corporation | Application Granted | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lee Seiu Kin | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Luis Inaki Duhart Gonzalez | Selvam LLC |
| Foo Chuan Min Jerald | Selvam LLC |
4. Facts
- Mr. Fu was the sole director and shareholder of Authorities Services Pte Ltd (ASPL).
- Mr. Fu applied to strike off ASPL from the register of companies in December 2018.
- ASPL was struck off the register on 7 March 2019.
- At the time of striking off, ASPL had no assets and no liabilities.
- Mr. Fu sought to restore ASPL to the register to use it as a vehicle for investments.
- Restoring ASPL would save time and costs compared to incorporating a new company.
- ACRA did not object to the application for restoration.
5. Formal Citations
- Fu Zhihui Alvin and anothervAccounting and Corporate Regulatory Authority, Originating Application No 891 of 2022, [2023] SGHC 177
6. Timeline
| Date | Event |
|---|---|
| AF Holdings Pte Ltd established | |
| Authorities Services Pte Ltd incorporated | |
| Mr. Fu decided to focus on real estate agency business and cease consultancy services | |
| Mr. Fu applied to ACRA for ASPL to be struck off | |
| ASPL was struck off the Register | |
| Application filed for ASPL to be restored to the Register | |
| Hearing date | |
| Judgment issued |
7. Legal Issues
- Locus Standi
- Outcome: The court held that Mr. Fu had locus standi to make the application, notwithstanding that he had applied for ASPL to be struck off.
- Category: Procedural
- Related Cases:
- [2018] 3 SLR 435
- [2019] 4 SLR 617
- [2021] 4 SLR 1407
- [2010] NSWSC 1369
- Just Requirement
- Outcome: The court was satisfied that it was just for ASPL to be restored to the Register, considering the purpose of restoring the company, the practicable benefit arising from the restoration, and the absence of prejudice to any persons.
- Category: Substantive
- Related Cases:
- [2018] 3 SLR 435
- [2019] 4 SLR 617
- [2000] BCC 821
- [1994] BCC 84
8. Remedies Sought
- Restoration of company to the register
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Corporate Law
- Litigation
11. Industries
- Real Estate
- Investment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Re Asia Petan Organisation Pte Ltd | High Court | Yes | [2018] 3 SLR 435 | Singapore | Cited for the framework for restoration of a company to the Register and principles for determining the Locus Standi Requirement and the Just Requirement. |
| Ganesh Paulraj v Avantgarde Shipping Pte Ltd | High Court | Yes | [2019] 4 SLR 617 | Singapore | Cited for the principle that a director of a struck-off company has sufficient connection to furnish some basis for standing as an applicant and guidance on the Locus Standi Requirement. |
| Re Blenheim Leisure (Restaurants) Ltd (No 2) | N/A | Yes | [2000] BCC 821 | United Kingdom | Cited for the principle that it is just to allow a company to be restored to the companies register where there is a prospect of the company being solvent. |
| Re Haeusler, Thomas | N/A | Yes | [2021] 4 SLR 1407 | Singapore | Cited to support the point that a struck-off company cannot be an applicant in an action. |
| In re Wood and Martin (Bricklaying Contractors) Ltd | N/A | Yes | [1971] 1 WLR 293 | United Kingdom | Cited for the objective of giving a realistic and practical circumference to standing and to exclude the merely curious or concerned. |
| In re Roehampton Swimming Pool Ltd | N/A | Yes | [1968] 1 WLR 1693 | United Kingdom | Cited for the objective of giving a realistic and practical circumference to standing and to exclude the merely curious or concerned. |
| Arnold World Trading Pty Ltd v ACN 133 427 335 Pty Limited | Supreme Court of New South Wales (Equity Division) | Yes | [2010] NSWSC 1369 | Australia | Cited for the principle that whether an applicant is a “person aggrieved” by the deregistration of a company is “considered by reference to legal rights and legal interests”. |
| Re Forte’s (Manufacturing) Ltd Stanhope Pension Trust Ltd v Registrar of Companies | N/A | Yes | [1994] BCC 84 | United Kingdom | Cited for the principle that the interest of an applicant in having the company revived does not have to be firmly established or highly likely to prevail. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act 1967 | Singapore |
| Companies Act 1967 s 344(5) | Singapore |
| Companies Act 1967 s 344A | Singapore |
| Interpretation Act 1965 | Singapore |
| Interpretation Act 1965 s 2(1) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Restoration
- Struck-off company
- Locus standi
- Just requirement
- Companies Act
- Registrar
- Aggrieved person
- Practicable benefit
- Prejudice
15.2 Keywords
- company restoration
- locus standi
- just requirement
- singapore
- ACRA
- investment vehicle
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Restoration of struck-off company | 90 |
| Company Law | 75 |
| Restructuring and Dissolution | 60 |
| Business Law | 50 |
| Civil Litigation | 30 |
| Asset Recovery | 20 |
16. Subjects
- Company Law
- Corporate Law
- Civil Procedure