New Zealand Case Law: Decisions & Judgments

Topic

Restoration to companies register

Legal area

Court

18 Dec 2023

GRAINGER v ORION NEW ZEALAND LIMITED [2023] NZHC 2239

Citation

[2023] NZHC 2239
Court

High Court

The twelfth plaintiff was struck out because the plaintiffs failed to take reasonable and timely steps to restore the company to the Companies Register; KPMG’s restoration application under s 328(1A) lacked a proper basis given contemporaneous documents showed the company had ceased trading and shareholders had resolved cessation, the Registrar declined restoration, and the subsequent application to the Court was too late.
20 Oct 2022

POWERNET LIMITED v THE REGISTRAR OF COMPANIES [2022] NZHC 2736

Citation

[2022] NZHC 2736
Court

High Court

Applied Intelligence Ltd was restored because restoration was necessary to enforce PowerNet’s judgment, the Registrar consented, the Treasury had no objection, relevant parties did not oppose, and the company was unable to pay the debt; accordingly immediate liquidation and appointment of a qualified liquidator with approved fees was appropriate.
23 Sept 2022

VAN DELDEN and FINNIGAN v REGISTRAR OF COMPANIES [2022] NZHC 2450

Citation

[2022] NZHC 2450
Court

High Court

Because a post‑removal asset (Westpac refund) was discovered that the liquidators would have pursued had it been known, it was just and equitable under s 329(1)(b) to restore the companies; under s 284(1)(b) the liquidators' final reports were reversed so the liquidations are reinstated and the former liquidators resume office; liquidators have standing despite retirement; and an exemption under s 255(4)(a) from six‑monthly reporting was necessary to avoid penalising the liquidators and to preserve the assets for creditors.
6 Oct 2021

BURCHELL v REGISTRAR OF COMPANIES [2021] NZHC 2656

Citation

[2021] NZHC 2656
Court

High Court

Restoration ordered because removal resulted from inadvertent failure to file annual returns, remedial steps have been taken, PBT Investments continued to carry on business and generates rental income, there are no registered charges or secured creditors, and it is therefore just and equitable under s 329 to restore both companies with compliance to any Registrar requirements.
2 Feb 2021

AYDOGAN v HIGHGROVE GROUND ZERO LIMITED (Removed from Companies Register) [2021] NZHC 44

Citation

[2021] NZHC 44
Court

High Court

The company was restored because it had been removed while party to Employment Relations Authority proceedings, proper service in accordance with Re Durweston was effected on Treasury, the Registrar and directors, Treasury and the Registrar raised no objection, and the directors had not opposed; accordingly restoration was appropriate subject to a five working day sealing delay to permit any opposition.
31 Jul 2020

COMMERCIAL MANAGEMENT LIMITED v COMMISSIONER OF INLAND REVENUE [2020] NZHC 1873

Citation

[2020] NZHC 1873
Court

High Court

The High Court restoration order took effect on 21 September 2018 and had interim legal effect; the Registrar acted incorrectly in deleting all record of that restoration, which constituted a removal from the register in fact; notwithstanding that error the Registrar was correct to refuse to give public notice and to refuse to process a s 328 restoration application because s 328(3) applies only where removal occurred under specified s 318 grounds and the applicants' attempt to rely on the quashed restoration to invoke s 328 was an improper collateral attack on the Court of Appeal's judgment…
3 Mar 2020

FIRST NZ PROPERTIES LIMITED v Registrar of Companies and Barnes [2020] NZHC 359

Citation

[2020] NZHC 359
Court

High Court

The court restored Inlandia Ltd because the applicants had an undischarged creditor claim arising from the company's receipt of misappropriated funds, giving them standing under s329; the opposition lacked a legitimate interest sufficient to defeat restoration and the sole director's non‑residence did not justify denying restoration. The restoration is ordered subject to the procedural requirement of notifying the Secretary of the Treasury.
12 Dec 2019

FIRST NZ PROPERTIES LTD v SUPERSTORE PROPERTIES LTD [2019] NZHC 3271

Citation

[2019] NZHC 3271
Court

High Court

Because the applicants demonstrated reasonable efforts to serve the overseas respondent, the respondent was aware of the proceedings and email was likely to bring the documents to his notice, the court ordered substituted service by email and treated service as effected on receipt of a delivery/read receipt or, failing that, seven days after sending the email.
5 Nov 2019

TYRION HOLDINGS LTD v INFRASTRUCTURE NZ LTD [2019] NZHC 2864

Citation

[2019] NZHC 2864
Court

High Court

Non‑party costs awarded because the non‑parties acquired shareholdings and injected capital solely to promote litigation from which they stood to obtain a personal financial benefit, created the causative link enabling litigation that otherwise could not proceed while Tyrion had no liquid assets, and in all the circumstances it was fair to treat them as the real parties and hold them jointly and severally liable for the previously awarded costs; stay refused as unjustified given delay and opportunity to realise assets earlier.
28 Jun 2019

LADSTONE HOLDINGS LTD v REGISTRAR OF COMPANIES [2019] NZHC 1500

Citation

[2019] NZHC 1500
Court

High Court

The Court restored KDB because the applicant demonstrated it had an undischarged claim against KDB when KDB was removed, the claim was genuine and not clearly untenable, and there was no opposition from the Registrar or the Crown; accordingly the Court had jurisdiction under s 329 and it was appropriate to order restoration.