Lye Yew Cheong v Accounting and Corporate Regulatory Authority: Restoration of Struck-Off Company Name

Lye Yew Cheong applied to the General Division of the High Court of Singapore on 16 September 2024, for an order to restore the name of Concept Werk Pte Ltd to the register of companies maintained by the Accounting and Corporate Regulatory Authority (ACRA). Xie Zhiyang Keith, a former director of the Company, intervened as a non-party, objecting to the application. The court, presided over by Goh Yihan J, allowed the application, finding that Lye Yew Cheong was an aggrieved person with a legitimate claim against the company and that it was just to restore the company to the register. The court also found that the company was in operation at the time it was struck off.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Application allowed

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Application to restore Concept Werk Pte Ltd to the register. The court allowed the application, finding it just to restore the company.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lye Yew CheongApplicantIndividualApplication AllowedWon
Accounting and Corporate Regulatory AuthorityRespondentGovernment AgencyApplication AllowedLost
Xie Zhiyang KeithNon-partyIndividualApplication AllowedLost

3. Judges

Judge NameTitleDelivered Judgment
Goh YihanJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Mohamed Nawaz KamilAugust Law Corporation
Alain Abraham JohnsAlain A Johns Partnership
Emira binte Abdul RazakjrAlain A Johns Partnership

4. Facts

  1. Applicant engaged the Company for renovation works at a HDB flat.
  2. Applicant entered into an agreement with the Company and made a deposit payment.
  3. There were delays and defects in the renovation works.
  4. Applicant and his wife had to move back into the flat due to rising rental costs.
  5. The Company was struck off the Register on 8 May 2023.
  6. Applicant commenced proceedings in the Small Claims Tribunal but withdrew the claim.

5. Formal Citations

  1. Lye Yew Cheong v Accounting and Corporate Regulatory Authority, Originating Application No 533 of 2024, [2024] SGHC 270

6. Timeline

DateEvent
Applicant engaged the Company to carry out renovation works.
Ms. Tay resigned as a director of the Company.
The Company ceased its operations.
Mr. Xie applied to strike the Company off the Register.
The Company was struck off the Register.
Applicant commenced proceedings against the Company in the Small Claims Tribunal.
Applicant withdrew his claim in the Small Claims Tribunal.
Applicant filed 1st Affidavit.
Xie Zhiyang Keith filed 1st Affidavit.
Applicant filed 2nd Affidavit.
Claimant and Non-Party filed Written Submissions.
Hearing held before Goh Yihan J.
Judgment reserved.

7. Legal Issues

  1. Restoration of Company Name to Register
    • Outcome: The court ordered the restoration of the company's name to the register.
    • Category: Substantive
    • Sub-Issues:
      • Aggrieved person
      • Company carrying on business or in operation
      • Just to restore

8. Remedies Sought

  1. Order that the name of the Company be restored to the Register
  2. Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Company Restoration
  • Commercial Litigation

11. Industries

  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Fu Zhihui Alvin and another v Accounting and Corporate Regulatory AuthorityGeneral Division of the High CourtYes[2023] SGHC 177SingaporeCited for the requirements to be satisfied before a company’s name can be restored to the Register pursuant to s 344(5) of the CA.
Re Asia Petan Organisation Pte LtdHigh CourtYes[2018] 3 SLR 435SingaporeCited for the principle that an applicant would be an “aggrieved person” if he or she demonstrated “some proprietary or pecuniary interest arising from the company’s restoration” which “must not be merely shadowy”.
Ganesh Paulraj v Avantgarde Shipping Pte LtdHigh CourtYes[2019] 4 SLR 617SingaporeCited for the principle that the applicant had to show “some direct and tangible interest in the outcome” of the said restoration, and that the underlying rationale of the requirement of standing is “the need to sieve out unmeritorious applications”.
Founder Group (Hong Kong) Ltd (in liquidation) v Singapore JHC Co Pte LtdCourt of AppealNo[2023] 2 SLR 554Hong KongCited for the principle that in the insolvency context, it is not unusual for there to be an overlap between the assessments of standing and merits when the court inquires into whether an applicant presenting a winding-up application has the standing to bring that application qua creditor.
Xia Zheng v Lee King AnneGeneral Division of the High CourtNo[2021] SGHC 199SingaporeCited for the rationale that the court has often adopted a similar rationale in setting a high threshold for a striking out application to succeed.
Leong Quee Ching Karen v Lim Soon Huat and othersGeneral Division of the High CourtNo[2023] 4 SLR 1133SingaporeCited for the rationale that the court has often adopted a similar rationale in setting a high threshold for a striking out application to succeed.
In re Lindsay Bowman LtdEnglish High Court Chancery DivisionNo[1969] 1 WLR 1443EnglandCited for the application of s 353(6) of the UK’s Companies Act 1948 (c 38) (the “UK CA 1948”), which concerns applications to restore a company to the register brought by the company or a member or creditor thereof who “feels aggrieved” by the striking off.
In re Wood and Martin (Bricklaying Contractors) LtdEnglish High Court Chancery DivisionNo[1971] 1 WLR 293EnglandCited for the application of 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 “interested” in such an order.
Stanhope Pension Trust Ltd and another v Registrar of Companies and anotherEnglish Court of Appeal Civil DivisionNo[1994] 1 BCLC 628EnglandCited for the principle that a person would be so “interested” if he or she held an interest “of a proprietary or pecuniary nature in resuscitating the company”.
Re Blenheim Leisure (Restaurants) Ltd (No 2)English High Court Chancery DivisionNo[2000] BCC 821EnglandCited for the principle that an application to restore a company is meant to be a “comparatively quick exercise”; hence, “it is normally wrong to consider the prospects of the company or its members establishing anything of value in great detail”.
Re BCB Environmental Management Ltd (in liquidation)N/ANo[2020] 2 BCLC 525EnglandCited for the principle that the court should be slow to attempt to legislate on the scope of a provision which Parliament deliberately left open-ended.
Standard Chartered Bank and another v Registrar of CompaniesEnglish High Court Chancery Division (Business and Property Courts in Manchester)No[2022] 1 BCLC 528EnglandCited for the principle that it was “just” to order the restoration of four corporate entities under s 1029 of the UK’s 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.
AD v AECourt of AppealNo[2004] 2 SLR(R) 505SingaporeCited for the context of the grant of an extension of time to file a notice of appeal, where it has been held that the sort of prejudice that would justify a refusal of an extension would have to be more than the usual prejudice occasioned by having to defend an appeal that could not otherwise be lodged.
Tan Heng Khoon (trading as 360 VR Cars) v Wang Shing HeGeneral Division of the High CourtNo[2024] SGHC 243SingaporeCited for the context of the grant of an extension of time to file a notice of appeal, where it has been held that the sort of prejudice that would justify a refusal of an extension would have to be more than the usual prejudice occasioned by having to defend an appeal that could not otherwise be lodged.
BNP Paribas v Jurong Shipyard Pte LtdCourt of AppealNo[2009] 2 SLR(R) 949SingaporeCited for the similar use of the word “may” 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).
Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte LtdCourt of AppealNo[2021] 2 SLR 510SingaporeCited for the similar use of the word “may” 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).
Re Priceland LtdEnglish High Court Chancery Division (Companies Court)No[1997] 1 BCLC 467EnglandCited for the application for restoration brought under s 653(2) of the UK CA 1985, which allowed the struck off company or its members or creditors who “feels aggrieved” by the striking off to seek the company’s restoration to the register where inter alia “the company was at the time of striking off carrying on business or in operation”.
Re Portrafram LtdN/ANo[1986] BCLC 533EnglandCited for the words ‘in operation’ is unclear.
Tan Cheng Bock v Attorney-GeneralCourt of AppealNo[2017] 2 SLR 850SingaporeCited for the principle that the court applies a purposive construction to statutory provisions.
Tan Seng Kee v Attorney-General and other appealsCourt of AppealNo[2022] 1 SLR 1347SingaporeCited for the principle that the court applies a purposive construction to statutory provisions.
M2B World Asia Pacific Pte Ltd v Matsumura AkihikoHigh CourtNo[2015] 1 SLR 325SingaporeCited for 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.
KLW Holdings Ltd v Straitsworld Advisory Ltd and anotherHigh CourtNo[2017] 5 SLR 184SingaporeCited for 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.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act 1967 (2020 Rev Ed)Singapore
Interpretation Act 1965 (2020 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Restoration
  • Striking off
  • Aggrieved person
  • Defunct company
  • Companies Act
  • Register of companies

15.2 Keywords

  • company
  • restoration
  • striking off
  • companies act
  • singapore

17. Areas of Law

Area NameRelevance Score
Restoration of Company Name90
Striking off defunct companies80
Corporate Law70
Commercial Disputes60
Breach of Contract50
Winding Up40
Insolvency Law40

16. Subjects

  • Company Law
  • Restoration of Defunct Companies