MULES v REGISTRAR OF COMPANIES [2016] NZHC 986

MULES v REGISTRAR OF COMPANIES [2016] NZHC 986 [17 May 2016]IN THE HIGH COURT OF NEW ZEALANDAUCKLAND REGISTRYCIV-2015-404-2733[2016] NZHC 986UNDER the Companies Act 1993 ss 284 and 329IN THE MATTER OF an application by PHILIPPA JANEMULES for orders that VILLAGERESTAURANTS LTD (IN LIQ),TUTANEKAI ENTERPRISES LIMITED(IN LIQ) and FAIRY SPRINGSENTERPRISES LTD (IN LIQ) be restoredot the Companies RegisterBETWEEN PHILIPPA JANE MULESApplicantAND REGISTRAR OF COMPANIESRespondentOn the papers:Appearances: C Murphy for ApplicantJudgment: 17 May 2016JUDGMENT OF ASSOCIATE JUDGE R M BELLThis judgment was delivered by me on 17 May 2016 at 11:00ampursuant to Rule 11.5 of the High Court Rules.Registrar/Deputy RegistrarSolicitors/Counsel:Cathy Murphy, Auckland, for ApplicantGregory Simon Law, Herne Bay, Auckland, for Applicant[1] Mrs Mules applies for these companies to be restored to the register:[a] Village Restaurants Ltd (in liq) No.197445;[b] Tutanekai Enterprises Ltd (in liq) No.890857; and[c] Fairy Springs Enterprises Ltd (in liq) No.964966.She also asks for the liquidators' final reports to be reversed under s 284(1)(b) of the Companies Act 1993 and for the liquidations to be terminated under s 250.Service[2] In accordance with the guidance in Re Durweston Properties Ltd1, Mrs Mules served the application on the Registrar of Companies, Treasury, the former liquidators, a Mr King (one of the trustees of the Okere Trust which owned shares in Village Restaurants Ltd), and Mr Philip Mules, former director of all of the companies, ex-husband of Mrs Mules and former shareholder of the companies.[3] There are two service matters that need to be noted. There was an irregularity in service on Mr Mules. He was served in Australia, but was not given the information required under s 15 of the Trans-Tasman Proceedings Act 2010. Under s 16 of that act, the failure to provide that information does not invalidate the proceeding. I did not require Mr Mules to be served afresh. That is because there would be no point in giving the information under s 15 to advise a party served in Australia of the option of applying for the proceeding to be heard in Australia rather than New Zealand. It is unthinkable that under pt 2 sub-pt 2 of the Trans-Tasman Proceedings Act 2010 an Australian court would be more appropriate than a New Zealand court to decide whether to restore New Zealand companies to the register under the Companies Act.[4] Mrs Mules says that Mr Mules was adjudicated bankrupt. He owned shares in Tutanekai Enterprises Ltd and Fairy Springs Enterprises Ltd. They vested in the1 Re Durweston Properties Ltd (1992) 6 PRNZ 95 (HC)..Official Assignee when he was made bankrupt. Strictly then, Mrs Mules ought to have served the Official Assignee as the owner of shares in these two companies. I do not require the Official Assignee to be served. That is because the same lawyers advise both the Registrar of Companies and the Official Assignee. If the Registrar considered that the Official Assignee should take an active part in this proceeding, the Registrar would most likely have told him. In any event in such cases the Official Assignee usually abides the decision of the court.[5] None of the parties served has taken any steps. There is no opposition to the application. Notwithstanding the absence of opposition, I had questions. I asked for and received further submissions.Mrs Mules' reasons for applying[6] Mrs Mules believes that her former husband used the companies to dissipate assets she was entitled to. I have considered potential claims against the companieson the basis of her evidence and liquidators' reports which I have accessed on the Companies' Office website. I am not satisfied that any useful purpose would be served by restoring these companies to the register. Mrs Mules may have a case that following the break-up in 2000 of her marriage to Mr Mules she received less than her proper share of relationship property. But she has not shown any basis for believing that she could have any useful claim against the companies that her former husband ran or that restoring the companies to the register might produce anything for her.[7] While the companies were in liquidation, the liquidators had the opportunity to take proceedings in the names of the companies to obtain value for those entitled to claim in the liquidations. The liquidations are now completed. The liquidators did not take any proceedings or other steps to obtain the benefits that Mrs Mules would hope for. She has not shown any plausible grounds for believing that restoring the companies to the register now would result in further value for those entitled to claim in the liquidations.The companies[8] Village Restaurant Ltd (in liq) was incorporated in 1978. Mr Mules was the only director. There are 5,000 shares. Mr Mules held one share. The other 4,999 shares were held by Mr Mules and Mr King as trustees of the Okere Trust. The beneficiaries of that trust include Mrs Mules and her children. Village RestaurantLtd went into liquidation by shareholders' resolution on 29 October 2002. Thecompany was insolvent. According to the liquidators' final report of 29 November2007, the total realisations were $515,551. Preferential creditors were paid in full, but unsecured creditors received a distribution of 17 cents in the dollar. There was nothing available for shareholders. The company was removed from the register on 1 March 2008.[9] Fairy Springs Enterprises Ltd (in liq) was incorporated in June 1999. Mr Mules is the sole director and shareholder. As shareholder, he resolved to put thecompany into liquidation on 29 October 2002. The liquidator's final report dated29 November 2007 shows that from realisations of $187,837, preferential creditors were paid in full but there was only a partial distribution to unsecured creditors. There were no distributions to shareholders. The company was removed from the register on 1 March 2008.[10] Tutanekai Enterprises Ltd (in liq) was incorporated on 2 February 1998. Mr Mules was its sole director and shareholder. He resolved to put the company intoliquidation on 29 October 2002. The liquidators' final report dated 29 November2007 shows total realisations of $80,058.00. Preferential creditors were paid in full while unsecured creditors received a distribution of 16 cents in the dollar. There were no distributions to shareholders.[11] The three companies had the same liquidators, who are from a recognised, reputable firm of insolvency practitioners, independent of Mr Mules.[12] Mrs Mules is the former wife of Mr Mules. Aside from being the beneficiary of the Okere Trust, a shareholder of Village Restaurant Ltd, Mrs Mules had no interest in any of the companies, either as shareholder or director. Each of thecompanies ran a McDonald's restaurant in the Rotorua area. She and Mr Mulesseparated in August 2000 after 16 years of marriage. She says that at separation the companies were worth $3,815,804 but were subject to debts to McDonalds Restaurant (New Zealand) Ltd and the ASB Bank totalling $1,346,000. She brought proceedings seeking a division of matrimonial property in October 2000. In 2002 she applied to the Family Court at Rotorua for orders restraining Mr Mules from dealing with any relationship property pending resolution of her claims. Undertakings were given by Mr Mules and trustees of the Mules Family Trust that they would not encumber, dispose or transfer the shares or any assets of the companies. On 24 July 2002 the Family Court made an interim order restraining dispositions of property in terms of the undertakings. In October 2002 that order was varied to allow the restaurants to be sold and for creditors to be paid.[13] Mrs Mules says that despite the Family Court orders, between June andOctober 2002 there were transactions in breach of the undertakings and the court'sinterim order. The ASB facility was increased to $1,764,500.81. Village Restaurant Ltd and Fairy Springs Ltd granted all-obligations debentures to Trustee Management Ltd. Village Restaurant Ltd, Fairy Springs Ltd and Tutanekai Enterprises Ltd granted all-obligations debentures to Edgewater Motel Ltd. The Philip Mules Family Trust and Tutanekai Enterprises Ltd took out a loan for $130,000 from Budget Loans Ltd.[14] While on Mrs Mules' account the companies apparently had substantialequity at the time of separation in August 2000, after the sales of the restaurants there was nothing available for shareholders and, on liquidation, there was a shortfall for unsecured creditors. Mr Mules was later adjudicated bankrupt.2 The liquidators'final reports for each of the companies show proceeds from his bankruptcy among the realisations.[15] Mrs Mules is suspicious that Mr Mules has cheated her out of her share of relationship property, which on her account was approximately $1.2 million atseparation. She believes that he has control of assets, "high value classic cars",2 As the Insolvency Act 2006 did not come into force until 3 December 2007 (Insolvency Act 2006 Commencement Order 2007 (SR 2007/332), the Insolvency Act 1967 governs MrMules' bankruptcy – Insolvency Act 2006, s 444(2).which apparently did not vest in the Official Assignee on his bankruptcy or come under his control. She also has queries as to distributions her husband may have made from the Philip Mules Family Trust and the Okere Trust in December 2000. She believes that her former husband has arranged his affairs carefully to minimise assets in his name, but to retain access to assets not in his ownership. He has refused to provide her with any information. She accepts that she did not take any steps from 2002 until late 2014, but explains that by saying that she did not have any inkling of the considerable financial arrangements contrived by her husband to avoidan equal division of property. She uplifted her former solicitor's file in May 2015and with information from it now wishes to take action.What legal avenues does Mrs Mules have to extract value from the companies?[16] It is necessary to work out what useful claims Mrs Mules could have. Her complaint is that her former husband concealed assets with the result that she has not received her due share of relationship property. She has included with her additionalsubmissions Judge Ingram's decision in National Mortgage Company Ltd v Mules.3Mrs Mules was sued unsuccessfully for return of a car which she had received from the Okere Trust under a division of relationship property with her husband in 2002. In finding that Mrs Mules became owner of the vehicle in 2002, Judge Ingram referred to a judgment of the Family Court at Rotorua4 and to a "matrimonial property settlement"5 apparently by consent but approved by the court. Mrs Mules has not said what the terms of the settlement were and whether she received everything due to her under the settlement. If the settlement was full and final, she has not set out any grounds for looking past it or setting it aside. There is a gap in her case that she has not received her entitlement, either under the 2002 settlement or under the Property (Relationships) Act generally. Although this aspect of her case is not substantiated, I continue on the basis that there might be something in what she says and that she can still claim for a division of relationship property. At the same time I record a concern that she may be trying to re-open a relationship property settlement made in 2002.3 National Mortgage Company Ltd v Mules DC Taupo CIV 2013-69-86, 23 July 2015.4 At [11].5 At [30] and [31].[17] I take it that Mr Mules' shares in Fairy Springs Enterprises Ltd and Tutanekai Enterprises Ltd were relationship property under the Property (Relationships) Act 1976 and could be subject to division orders under Part 7 of that Act. I assume that, if necessary, she could revive the proceeding she started in 2002, that she is not time- barred under s 24 of the Property (Relationships) Act and that she would survive any application to strike out for want of prosecution. Ordinarily, relationship property would be divided equally between Mr and Mrs Mules. Any orders against her husband as the owner of the shares would typically take into account the value of the shares in a division of property, require him to pay her a sum on account of the shares or vest some or all of the shares in her. There is no evidence that any order has been made under the Property (Relationships) Act vesting the shares in her. Until there is such an order, she has no more than a claim against her former husband for division of property.[18] When Mr Mules was adjudicated bankrupt, his shares vested in the Official Assignee.6 Mrs Mules' claim against her husband under Property (Relationships) Act transmuted into a right to prove in her husband's bankruptcy under theInsolvency Act 1967. She would not necessarily share pari passu with all other unsecured creditors, but may come after some of them.7 That is because of the way the division rules in the Property (Relationships) Act work. In working out the net value of relationship property for division, relationship debts must be brought into account.8 To the extent that any creditors in Mr Mules' bankruptcy proved forrelationship debts (for example, incurred in carrying on a common enterprise9), their claims would rank ahead of hers: she will have no relationship property entitlement until relationship creditors are satisfied in full.[19] Some of Mr Mules' creditors may have been for personal debts. That comes from her evidence of debts he incurred after separation. Creditors for Mr Mules'personal debts have the same rights against Mr Mules or his estate as if the Property6 Insolvency Act 1967, s 42, Property (Relationships) Act 1976, s 20A(2).7 As an exception, spouses of bankrupts take priority over unsecured creditors with the protected interest in the family home under ss 20B and 20C but that does not apply here.8 Property (Relationships) Act, s 20D. For "relationship debts" and "personal debts" see s 20(1).9 See definition of "relationship debt" in s 20(1).(Relationships) Act had not been passed.10 That includes their rights to prove in his bankruptcy. It is not clear whether those rights prevail over hers in his bankruptcy. There is a possible argument that because their rights against Mr Mules and his assets are unaffected by her claims under the Property (Relationships) Act, their distributions from his bankruptcy should not be reduced on account of her proof in his bankruptcy. That is an untested argument. For Mrs Mules I assume that shewould rank pari passu with Mr Mules' personal creditors but that her proof would becalculated by deducting the value of all relationship creditors (but not personal creditors) from the relationship assets.[20] Mrs Mules does not say whether she proved in Mr Mules' bankruptcy. Ifshe did, it is unlikely that she would have received a significant distribution. The distributions from his bankruptcy to the companies in liquidation were relatively small: $598 for Fairy Springs Enterprises Ltd and $45 for Tutanekai Enterprises Ltd.[21] I understand that Mr Mules is out of bankruptcy now. His discharge released him from all debts provable in his bankruptcy.11 That includes Mrs Mules' claimsunder the Property (Relationships) Act. She has not explained how she is able to bring any claim based on her rights under the Property (Relationships) Act after his discharge from bankruptcy. Instead, if she is to have any claim, it can only be through his bankruptcy – that is, by proving in his bankruptcy and sharing in any realisations of his assets brought about by the Official Assignee.[22] As Fairy Springs Enterprises Ltd and Tutanekai Enterprises Ltd went into insolvent liquidation and unsecured creditors received only partial distributions, Mr Mules' shares were seemingly valueless. But what if it were thought that the liquidations should realise something more for shareholders so as to increase therealisations in Mr Mules' bankruptcy? As a creditor in Mr Mules' bankruptcy,Mrs Mules can do little more than make suggestions for steps to be taken. The Official Assignee cannot directly take steps to increase the value of the shares. He10 Property (Relationships) Act, s 20A. See Somers J in R v R (1979) 2 MPC 161 (SC):The Act contemplates that the rights of creditors in a bankruptcy are unaffected by the existence of possible claims by the bankrupt's spouse save so far as it affords protection to the (solvent)spouse in respect of the matrimonial home or its alternative.11 Insolvency Act 1967, s 114.has no more rights or powers in the liquidations than Mr Mules would as shareholder. But the Official Assignee could take the matter up with the liquidators to see if they could obtain further realisations.[23] The liquidators might enquire into the transactions under which thecompany's indebtedness was increased. On Mrs Mules' case, that indebtedness wasto the disadvantage of unsecured creditors and shareholders. The creditors in [13] above were secured and apparently for money actually advanced or paid. If those securities could be attacked, for example as voidable transactions under pt 16 of the Companies Act, that is something the liquidators would most likely have picked up already. Instead the inquiry might turn to those in management responsible for the indebtedness. In this case, that was Mr Mules. But Mr Mules was bankrupt, so the liquidators could not have recourse against him directly. They brought into account the distributions from his bankruptcy.[24] Instead, the liquidators would have to scout around to see if there was anyone else against whom a claim could be made. Apparently the liquidators did not consider that there were any claims available against others. Their final reports do not express this point directly, but I infer it because their reports do not mention that any such claims were brought, and because there is no reference to significant litigation expenses in their statements of realisations and distributions.[25] The following points emerge:[a] Mrs Mules has not shown that she was a creditor of either company or that she had any claim against the companies.[b] Her only apparent claims are against her former husband under the Property (Relationships) Act, but she has not explained how she can continue to assert any such claims after the 2002 final settlement of relationship property.[c] If any relationship property claim did survive the settlement, it was discharged at the end of Mr Mules' bankruptcy.[d] The only connection between the companies and her proof in hisbankruptcy is Mr Mules' shares, but they were clearly valueless.[e] Any suggestion that she could obtain more from his bankruptcy is no more than speculative. It assumes that the liquidators' realisationscould be supplemented by other recoveries, which they missed or overlooked. The recoveries would have to be enough to clear all relationship creditors, if not personal creditors.[f] Mrs Mules might have other remedies if her husband acted improperly to put assets out of her reach or out of reach of his creditors. An example might be an application under s 44 of the Property (Relationships) Act to set aside dispositions made to defeat her claim. But those remedies do not involve these companies or Mr Mules' shares. She can pursue the alternative remedies forwhatever they are worth without the companies being restored to the register.[26] There is a broadly similar result for Village Restaurant Ltd. Mrs Mules cannot rely on the Property (Relationships) Act because Mr Mules and Mr King held the shares on trust.12 I take it that, as is common with most family trusts, Mrs Mules was a discretionary beneficiary. She describes herself as a beneficiary along with her children. She does not say that the shares were held in trust for her alone. To make any headway, Mrs Mules needs to be able to assert the rights of a trustee, even though she is not one herself. For present purposes I assume that she may be able to assert those rights derivatively at equity by reason of special circumstances.13 As shareholders of Village Restaurant Ltd, the trustees have an interest in any distribution in the liquidation of the company in the same way as any other shareholder. Any distribution to shareholders will depend on the successful conductof the liquidation first satisfying all creditors of the company. Mr Mules'bankruptcy will not impinge on any distributions that trustees might make to12 Property (Relationships) Act, s 4B.13 See Hayim v Citibank [1987] AC 730 (PC) and Roberts v Gill [2011] 1 AC 240 (UKSC).beneficiaries. That aside, Mrs Mules faces similar difficulties to those with Fairy Springs Enterprises Ltd and Tutanekai Enterprises Ltd.[27] I come back to Mrs Mules' belief that her former husband used thecompanies to dissipate assets she was entitled to. She has not shown any entitlement outside any relationship property claim. But what if she did have? Two of the ways that the companies might be involved in dissipation by her husband are that he transferred assets into the companies or he transferred assets out of the companies. It is improbable that a debtor and husband trying to defeat or delay his creditors and his wife would put assets into insolvent companies. They would be at risk of being applied to satisfy creditors under insolvency administration. If there has been dissipation by transfer into the companies, those assets would have been realised in the liquidations.[28] As for dissipation by transferring assets out of the companies, recovery andrealisation of assets is a matter for liquidators. Again, Mrs Mules' prospects of anyfurther recovery from the liquidations are no more than speculative.[29] Another possible use of the companies for dissipation of assets is as a conduit. But if Mrs Mules has any property claim under which she would follow assets through the companies, it should not be necessary to restore the companies to the register. To trace assets into the hands of those presently in control, the conduit does not need to be brought back into existence.Section 329 – standing[30] I have not so far referred directly to s 329 of the Companies Act under which the court may restore a company to the register. It says:239 Court may restore company to New Zealand register(1) The Court may, on the application of a person referred to in subsection (2) of this section, order that a company that has been removed from the New Zealand register be restored to the register if it is satisfied that,—(a) At the time the company was removed from the register,—(i) The company was carrying on business or a proper reason existed for the company to continue in existence; or(ii) The company was a party to legal proceedings; or(iii) The company was in receivership, or liquidation, or both; or(iv) The applicant was a creditor, or a shareholder, or a person who had an undischarged claim against the company; or(v) The applicant believed that a right of action existed, or intended to pursue a right of action, on behalf of the company under Part 9 of this Act; or(b) For any other reason it is just and equitable to restore the company to the New Zealand register.(1A) In considering whether to restore a company to the register on the ground referred to in subsection (1)(a)(i) or (b), the court must haveregard to the reasons for the company's removal and whether thosegrounds existed at the time of removal or exist at the time of the hearing of the application.(2) The following persons may make an application under subsection (1) of this section:(a) Any person who, at the time the company was removed from the New Zealand register,—(i) Was a shareholder or director of the company; or(ii) Was a creditor of the company; or(iii) Was a party to any legal proceedings against the company; or(iv) Had an undischarged claim against the company; or(v) Was the liquidator, or a receiver of the property of, the company:(b) The Registrar:(c) With the leave of the Court, any other person.(3) Before the Court makes an order restoring a company to the New Zealand register under this section, it may require any provisions of this Act or any regulations made under this Act, being provisions with which the company had failed to comply before it was removed from the register, to be complied with.(4) The Court may give such directions or make such orders as may be necessary or desirable for the purpose of placing the company andany other persons as nearly as possible in the same position as if the company had not been removed from the New Zealand register.[31] Mrs Mules does not have standing to apply as of right under s 329(2)(a). In particular she has not shown that when the companies were removed from the register she was a creditor of any of the companies, a party to any legal proceedings against any of them or had an undischarged claim against any of them. Her interest is derivative. Instead of claiming directly against any of the companies, she can only benefit if others can establish successful claims against the companies: the Official Assignee as shareholder of Tutanekai Enterprises Ltd and of Fairy Springs Enterprises Ltd and the trustees of the Okere Trust as shareholders of Village Restaurants Ltd. Accordingly she requires leave under s 329(2)(c).[32] These factors that count against leave go to the lack of substantive merit in her application:[a] The absence of any claims by her against the companies;[b] The apparent absence of a property relationship claim against her husband under or after the 2002 settlement;[c] The absence of any claim against her husband after his discharge from bankruptcy;[d] The improbability of anything fresh coming to light after the liquidations were carried out by independent and competent insolvency practitioners.[33] The passage of time also goes against her application. It is over thirteen years since the companies went into liquidation and eight years since they were removed from the register. Admittedly a "wind the clock back" order under s 329(4)would mean that for limitation purposes time has not been running while the companies were removed from the register.14 So it might be possible to sue on14 Re Donald Kenyon Ltd [1956] 1 WLR 1397 (Ch), John Hammonds & Co Ltd v Registrar of Companies [1999] 3 NZLR 690 (HC); Spencer v Commissioner of Inland Revenue (2004) 21 NZTC 18,818 (HC) and Thornton Estates Ltd v Registrar of Companies (2006) 3 NZCCLR 590.causes of action that accrued in mid to late 2002, if proceedings are started promptly. But there would be real practical difficulties for all parties in litigating over transactions that occurred so long ago. Business records are likely to have been putout, liquidators' records in particular. Memories are bound to be affected by the lapse of time.[34] That leads to another consideration. In the circumstances of this case Mrs Mules needs to show that some advantage will arise from restoring the companies to the register. When the companies have been removed from the register after apparently orthodox liquidations, the starting position is that the liquidations should not be reopened. There is a benefit in that finality. All those involved in the companies, officers, shareholders, staff, creditors and liquidators, are entitled to theassurance that with the removals from the register, the companies' affairs have beenfinally wound up. That allows those involved to arrange their lives and businesses on the basis that the liquidations will not be revisited. While the need for that finality is not conclusive, in this case Mrs Mules has not shown adequate reasons for disturbing it.[35] For the above reasons leave to apply under s 329(2)(c) is refused.Section 329 – substantive merits[36] Even if Mrs Mules had standing, I would not restore the companies to the register under s 329(1). Under that subsection Mrs Mules starts with some factors in her favour:[a] Under s 329(1)(a)(iii) the companies were in liquidation when they were removed from the register. She therefore does not need to rely on the just and equitable ground under s 329(1)(b).[b] The establishment of a ground under s 329(1)(a) gives prima facie reason to restore.1515 Re Trade Indemnity New Zealand Ltd, McSwain v Registrar of Companies HC Auckland CIV 2003-404-006684, 12 December 2003 at [6], Re Salamanca Properties Ltd, Wellington City Council v Registrar of Companies [2015] NZHC 572, [2015] 3 NZLR 411 at [97].[c] In John Hammonds & Co Ltd v Registrar of Companies Hammond J observed that cases in which the court will decline to restore a company to the register will be quite unusual.16 And in Re Pranfield Holdings Ltd it was said:17 the principle must be that the somewhat peremptorypower of the Registrar to remove deadwood from the corporate scene, will not prevail against the rights of those so removed, or of others with whom they have dealt, to reinstate the company to pursue remedies provided by substantive law, unless it is plain that the proceeding, if unsuccessful, will still be nugatory. This principle puts grand notions of access to law ahead of mere rules for administrative ease.[d] In cases of claims against a company sought to be restored, the courts do not require the merits of the claim to be proved to a high standard.18[37] However, the matters I applied in [32]-[34] above in refusing leave for standing also count against restoring the companies to the register and override theabove factors. In the end Mrs Mules' hopes of getting anything out of the companiesare nebulous and speculative. Her prospects of success are not realistic. It is better to recognise now that they will not come to anything.Application to terminate liquidations[38] If I had restored the companies to the register, I would have set aside theliquidators' final reports so as to allow the liquidators to resume. I would not however have terminated the liquidations under s 250 of the Companies Act. The companies were not trading when they went into liquidation and there is no proposal for them to go back into business. If there were any prospects of further recovery, the liquidators would be able to follow them up. Liquidators have extensive powers to investigate19 and rights of recovery not always available to directors.20 Taking the companies out of liquidation would also require a director to be appointed to satisfy16 John Hammonds & Co Ltd v Registrar of Companies [1999] 3 NZLR 690 (HC) at [57].17 Re Pranfield Holdings Ltd (2001) 9 NZCLC 262,577 (HC) at [20].18 Re Salamanca Properties Ltd above n 15, at [104].19 For example, Companies Act ss 260, 261, 264, 265 and 266.20 For example, Companies Act ss 292- 301the requirement under s 10(d) of the Companies Act that at least one director live in New Zealand. (Mr Mules now lives in Australia). Mrs Mules volunteered for the job, but given that she was not a shareholder or creditor, I doubt whether that is appropriate.Result[39] Because I cannot see that there would be any use in restoring thesecompanies to the register, I dismiss Mrs Mules' applications.............Associate Judge R M Bell