SUMMERFIELD v THE REGISTRAR OF COMPANIES [2021] NZHC 1417

SUMMERFIELD v THE REGISTRAR OF COMPANIES [2021] NZHC 1417 [15 June 2021]IN THE HIGH COURT OF NEW ZEALANDCHRISTCHURCH REGISTRYI TE KŌTI MATUA O AOTEAROAŌTAUTAHI ROHECIV-2021-409-220[2021] NZHC 1417UNDER the Companies Act 1993IN THE MATTER of an application under section 329 of theCompanies Act 1993 for the restoration ofa company "Maunsell Street Limited"(1767919) to the RegisterBETWEEN ANTON MICHAEL SUMMERFIELDApplicantAND THE REGISTRAR OF COMPANIESRespondentHearing: (Determined on the papers)Counsel: J H B Hobcraft for the PlaintiffJ A Beach for Commissioner of Inland RevenueJudgment: 15 June 2021JUDGMENT OF ASSOCIATE JUDGE LESTERThis judgment was delivered by me on 15 June 2021 at 3.30 pmpursuant to Rule 11.5 of the High Court RulesRegistrar/Deputy Registrar15 June 2021[1] Mr Anton Michael Summerfield (the applicant) has applied for an orderrestoring Maunsell Street Limited (the company) to the New Zealand CompaniesRegister (the Register).[2] The company was removed from the Register on 14 November 2016 for notfiling annual returns. However, at the time the company was removed it was carryingon business as a residential property investor and landlord in Christchurch in respectof an apartment in the complex known as Wilton Close. That activity continues to thisday.[3] The body corporate of Wilton Close has recently negotiated an insurance andEQC settlement and has voted to sell all units in the complex to a group ofChristchurch property developers. That decision has drawn to the attention of allconcerned that the company is no longer on the Register.[4] There is some urgency in this application being considered given thetransaction referred to above is due to settle on 18 June 2021 and if it does not settlethere is the potential for significant penalty interest.[5] The application first came before Associate Judge Paulsen earlier this month,who issued a Minute on 3 June 2021 drawing the attention of counsel for the applicantto the requirements in Re Durweston Properties Ltd.1[6] Having received that Minute, applicant's counsel has now filed a consent formon behalf of the Registrar of Companies and a letter from the Treasury confirming thatthe Secretary to the Treasury has no objection to the restoration of the company.[7] Counsel for the applicant has also liaised with the Inland Revenue as to the taxresponsibilities of the company given that it continued to receive rental income buthas apparently not filed tax returns.1 Re Durweston Properties Ltd (1952) 6 PRNZ 95 (HC).[8] Given the company is still the registered proprietor of the unit, it is necessaryfor it to be restored to the Register in any event. The sale of the apartment complexmakes it all the more necessary.[9] Accordingly, there is an order pursuant to s 329 of the Companies Act 1993restoring Maunsell Street Limited, being company no. 1767919, to the Register.[10] The registration of the company to the Register is intended to take effectimmediately. However, as a condition of the restoration, the applicant and the restoredcompany are to file the company's income tax returns for the 2017 to 2021 years(inclusive) by 9 July 2021. The restoration of the company is further on the conditionthat in the event the sum already lodged with the Registrar to meet anticipated taxliabilities is insufficient, that the applicant and the company shall pay any shortfallforthwith.__________________________________Associate Judge Lester