Chen Songlin Michael v Attorney-General: Director Disqualification under Companies Act 1967
Mr. Chen Songlin applied to the General Division of the High Court of Singapore on 2 August 2023 for permission to act as a director of CEASY Tech Pte Ltd, under s 155(1) of the Companies Act 1967, despite a prior disqualification. The Attorney-General did not object. Audrey Lim J allowed the application, setting out the grounds for the decision and the considerations for applications under s 155 of the Companies Act. The court considered factors such as the applicant's capacity for future compliance, mitigating circumstances, the structure and nature of the company, the interests of stakeholders, and the necessity for the applicant's involvement.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Application Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Application for permission to act as a director under s 155(1) of the Companies Act 1967 was allowed. The court set out considerations for determining such applications.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Attorney-General | Respondent | Government Agency | Neutral | Neutral | Au Wei Hoe of Attorney-General’s Chambers Olivia Low Pei Sze of Attorney-General’s Chambers |
| Chen Songlin Michael | Applicant | Individual | Application Allowed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Audrey Lim | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Au Wei Hoe | Attorney-General’s Chambers |
| Olivia Low Pei Sze | Attorney-General’s Chambers |
| Chen Kok Siang Joseph | Joseph Chen & Co |
4. Facts
- Mr. Chen sought permission to act as a director of CEASY Tech Pte Ltd under s 155(1) of the Companies Act.
- Mr. Chen had previously been disqualified from acting as a director due to convictions for failing to lodge annual returns.
- Mr. Chen was a director of nine companies that failed to lodge annual returns with the Registrar of Companies.
- Mr. Chen holds a majority share in CEASY Tech Pte Ltd.
- The Minister did not object to the application.
- Mr. Chen had been granted permission to act as a director of Eri entities in 2021.
5. Formal Citations
- Chen Songlin Michael v Attorney-General, Originating Application No 561 of 2023, [2023] SGHC 293
6. Timeline
| Date | Event |
|---|---|
| Mr Chen pleaded guilty to and was convicted of 13 offences under s 197 of the CA | |
| Mr Chen was automatically disqualified from acting as a director in any company under s 155 of the CA for five years | |
| The High Court granted Mr Chen permission to act as a director and to manage each of the Eri entities | |
| CEASY Tech Pte Ltd was incorporated in Singapore | |
| Application by Mr Chen Songlin for permission to act as a director and/or to manage a company | |
| Judgment issued |
7. Legal Issues
- Disqualification from acting as director
- Outcome: The court allowed the application for permission to act as a director, setting out the considerations to be applied when determining an application for permission under s 155 of the CA.
- Category: Substantive
- Sub-Issues:
- Persistent default of relevant requirements
- Mitigating circumstances
8. Remedies Sought
- Permission to act as a director
9. Cause of Actions
- Application for permission to act as a director
10. Practice Areas
- Corporate Law
- Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Re Haeusler, Thomas | High Court | Yes | [2021] 4 SLR 1407 | Singapore | Cited for the court's approach pertaining to applications for permission under s 154(6) of the CA, arising from a disqualification to act as a director or to take part in the management of a company. |
| Ong Chow Hong (alias Ong Chaw Ping) v Public Prosecutor and another appeal | Court of Appeal | Yes | [2011] 3 SLR 1093 | Singapore | Cited for the rationale behind s 154(1) of the CA ought to be that the individual’s fraudulent or dishonest conduct is prima facie evidence of his suitability of being a director, thereby justifying an automatic restraint. |
| Attorney General v Chong Soon Choy Derrick and others | Unknown | Yes | [1983–1984] SLR(R) 530 | Singapore | Cited to elaborate that s 154 is concerned with protecting the public from the risk of harm posed by the specific director (who is the subject of the disqualification) and also the wider need to protect the public from the risk of harm by all errant directors through an uncompromising reaffirmation of the expected exemplary standards of corporate governance. |
| Huang Sheng Chang and others v Attorney-General | Unknown | Yes | [1983–1984] SLR(R) 182 | Singapore | Cited for the five factors which the court ought to consider when deciding whether to exercise its discretion under s 154(6) of the CA. |
| Kardachi, Jason Aleksander v Attorney-General | Court of Appeal | Yes | [2020] 2 SLR 1190 | Singapore | Cited for the considerations of whether the court should exercise its discretion (to permit an applicant to act as a director or to take part in the management of a company) will depend on a holistic assessment of the applicant’s capacity for compliance with the regulatory requirements of the legislation in the future; and any exculpatory reasons for the applicant’s failure to wind up or procure the striking off of the companies which were struck off by the Registrar. |
| Secretary for Trade and Industry v Swan and others | High Court of Justice | Yes | [2003] EWHC 1780 (Ch) | United Kingdom | Cited to support the view that the disqualification of persons for persistently breaching the relevant requirements is predominantly protective in nature. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act 1967 | Singapore |
| Securities and Futures Act 2001 | Singapore |
| Company Directors Disqualification Act 1986 (c 46) | United Kingdom |
15. Key Terms and Keywords
15.1 Key Terms
- Disqualification
- Director
- Companies Act
- Permission
- Persistent default
- Annual returns
- Nominee director
15.2 Keywords
- Director disqualification
- Companies Act
- Singapore
- Corporate law
- Chen Songlin
- Attorney-General
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Director Disqualification | 85 |
| Company Law | 75 |
| Director's Duties | 60 |
| Commercial Disputes | 20 |
16. Subjects
- Company Law
- Directors
- Corporate Governance