Re Specialty Laboratories Asia Pte Ltd (fka Specialty Labratories Asia (Singapore) Pte Ltd

Re Specialty Laboratories Asia Pte Ltd (fka Specialty Labratories Asia (Singapore) Pte Ltd

The purported change of registered office was ineffective because no board resolution had been passed; the petitioner, being the controlling shareholder and linked to the director who filed the notice, could not invoke the Turquand presumption of regularity; consequently the statutory demand was not validly served...

Source-derived case information.

Citation
[2001] SGHC 62
Parties
Petitioning Creditor; Majority Shareholder: Specialty Laboratories International Ltd; Respondent Company: Specialty Laboratories Asia Pte Ltd; Minority Shareholder; Opposing Creditor: Remedi Pharmaceuticals (M) Sdn Bhd; Opposing Creditor: Paul Frank Fasi
Court
General Division of the High Court
Jurisdiction
Singapore
Judgment Date
28 March 2001
Case Number
CWU 162/2000
Procedural Posture
Winding Up Petition / Hearing on Preliminary Objection; Petition Dismissed (decision Delivered 21 Dec 2000; Written Grounds 28 Mar 2001)
Outcome
Petition dismissed
Legal Topics
Registered Office, Service of Statutory Demand, Turquand Rule / Presumption of Regularity, Directors' Authority to Change Registered Office, S 254(2)(a) Companies Act, Winding Up
Source Language
english
Companies Law Insolvency Civil Procedure Registered Office Service of Statutory Demand Turquand Rule / Presumption of Regularity Directors' Authority to Change Registered Office S 254(2)(a) Companies Act +1 more

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Parties

Specialty Laboratories International Ltd

Petitioning Creditor; Majority Shareholder

Specialty Laboratories Asia Pte Ltd

Respondent Company

Remedi Pharmaceuticals (M) Sdn Bhd

Minority Shareholder; Opposing Creditor

Paul Frank Fasi

Opposing Creditor

Procedural Posture

Winding Up Petition / Hearing on Preliminary Objection; Petition Dismissed (decision Delivered 21 Dec 2000; Written Grounds 28 Mar 2001)

Legal Issues

  1. 1 Whether the purported change of registered office was effective without a board resolution
  2. 2 Whether service of the statutory demand at the address shown in the RCB was valid
  3. 3 Whether the petitioner could rely on the rule in Turquand/presumption of regularity

Ratio Decidendi

The purported change of registered office was ineffective because no board resolution had been passed; the petitioner, being the controlling shareholder and linked to the director who filed the notice, could not invoke the Turquand presumption of regularity; consequently the statutory demand was not validly served at the company's registered office and s 254(2)(a) did not operate to deem the company unable to pay; the winding up petition therefore failed and was dismissed.

Court Disposition

Petition dismissed

Orders

  • Winding up petition dismissed
  • Costs awarded on the standard basis against the petitioners in favour of Paul Frank Fasi and Remedi Pharmaceuticals (M) Sdn Bhd, to be paid by the petitioners