"After considering the arguments put before me, I found that Mr Fu had locus standi to bring this Application and that it was just to order the restoration. Therefore, I granted the application." — Per Lee Seiu Kin J, Para 1
Case Information
- Citation: [2023] SGHC 177 (Para 0)
- Court: In the General Division of the High Court of the Republic of Singapore (Para 0)
- Date of hearing: 17 and 25 January 2023; date of decision: 26 June 2023 (Para 0)
- Coram: Lee Seiu Kin J (Para 0)
- Case number: Originating Application No 891 of 2022 (Para 0)
- Area of law: Companies — Restoration of struck-off company (Para 0)
- Counsel for the applicant: Foo Chuan Min Jerald and Luis Inaki Duhart Gonzalez (Selvam LLC) (Para 40)
- Judgment length: Not answerable from the extraction (not stated in the extracted material)
Summary
This application concerned the restoration of ASPL, a company incorporated by Mr Fu Zhihui Alvin, after it had been struck off the Register on his own application. The central practical question was whether Mr Fu, despite having initiated the strike-off process, could later seek restoration so that the company could be used as a vehicle for investments. The court answered that question in the affirmative and granted the application. (Para 3) (Para 6) (Para 7) (Para 1)
The court approached the matter through two issues: first, whether Mr Fu had sufficient standing to apply for restoration; and second, whether restoration would be “just” within the meaning of the statutory scheme. On standing, the court adopted a broad reading of the restoration jurisprudence and held that the fact that Mr Fu had applied for strike-off did not deprive him of locus standi. On the “just” requirement, the court accepted that restoration would confer a tangible practical benefit in the form of time and cost savings, and found no exceptional countervailing circumstances. (Para 12) (Para 26) (Para 34) (Para 39)
The result was that ASPL was restored to the Register. The judgment is significant because it confirms that the restoration regime can be applied pragmatically, even where the applicant is the same person who previously caused the company to be struck off, so long as the applicant can show a sufficient proprietary or pecuniary interest and the restoration is otherwise just. (Para 24) (Para 35) (Para 39) (Para 40)
Why Did Mr Fu Seek Restoration of ASPL After He Had Already Caused It To Be Struck Off?
The factual background was straightforward but legally important. ASPL was incorporated by Mr Fu in Singapore on 16 October 2015, and it was initially set up to provide consultancy services. Later, when Mr Fu no longer required the company, he applied in his capacity as director for the company to be struck off under s 344A of the Companies Act. The company was then struck off on 7 March 2019. (Para 3) (Para 6)
"The second applicant, ASPL, was a company incorporated by Mr Fu in Singapore on 16 October 2015. Mr Fu set up ASPL to provide consultancy services." — Per Lee Seiu Kin J, Para 3
"Since Mr Fu no longer required ASPL, in or around December 2018, Mr Fu, in his capacity as director of ASPL, applied to ACRA under s 344A of the Companies Act (Cap 50, 2006 Rev Ed) for ASPL to be struck off." — Per Lee Seiu Kin J, Para 6
"Pursuant to that application, on 7 March 2019, ASPL was struck off the Register." — Per Lee Seiu Kin J, Para 6
The later restoration application was filed on 29 December 2022 under s 344(5) of the Companies Act. Mr Fu’s explanation was that he now wished to use ASPL as a vehicle for investments, and that restoring the existing company would save time and costs compared with incorporating a new one. The court also noted that, at the time of striking off, ASPL had no assets and no liabilities. (Para 7) (Para 6) (Para 10)
"On 29 December 2022, Mr Fu filed the present Application for ASPL to be restored to the Register, pursuant to s 344(5) of the Companies Act 1967 (2020 Rev Ed)(the “Companies Act”)." — Per Lee Seiu Kin J, Para 7
"At the time of striking off, ASPL had no assets and no liabilities." — Per Lee Seiu Kin J, Para 6
That factual matrix mattered because the court’s analysis of both standing and the “just” requirement turned on the practical consequences of restoration. The company was not being restored to rescue assets, resolve liabilities, or revive litigation; rather, it was being restored to facilitate future investment activity and avoid the administrative burden of forming a new entity. (Para 6) (Para 10) (Para 34) (Para 39)
What Statutory Framework Governed the Restoration Application?
The court began from the statutory text. Section 344(5) of the Companies Act governs restoration of a company struck off the Register. The extracted judgment quoted the provision and explained that the court may restore the company if the applicant is a “person aggrieved” and the court is satisfied either that the company was carrying on business or in operation at the time of striking off, or that it is just that the company be restored. (Para 13)
"If any person feels aggrieved by the name of the company having been struck off the [R]egister, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck off may, if satisfied that the company was, at the time of the striking off, carrying on business or in operation or otherwise that it is just that the name of the company be restored to the [R]egister, order the name of the company to be restored to the [R]egister …" — Per Lee Seiu Kin J, Para 13
The court also referred to s 344A of the Companies Act, which empowers the Registrar to strike off a company on the company’s own application. That provision was central because ASPL had been struck off not by regulatory action against a dormant company, but by a request made by Mr Fu in his capacity as director. The judgment further noted the relevance of s 2(1) of the Interpretation Act 1965, because once ASPL had been struck off, it could not itself be the applicant in the restoration proceedings. (Para 14) (Para 6)
"Conversely, s 344A of the Companies Act came into force on 3 January 2016 and empowers the Registrar to strike off a company on the application of the company." — Per Lee Seiu Kin J, Para 14
The court’s statutory analysis was not confined to the bare text. It situated the Singapore provisions within a broader line of restoration authorities, including local and foreign cases, to determine how “person aggrieved,” locus standi, and the “just” requirement should be understood in practice. That comparative approach shaped the outcome. (Para 17) (Para 24) (Para 27) (Para 35)
What Issues Did the Court Identify for Decision?
The judge expressly framed two issues. First, whether Mr Fu, notwithstanding that he was the person who had applied for ASPL to be struck off, had sufficient standing to bring the restoration application. Second, whether any practicable benefit would arise from restoring ASPL to the Register. These were the questions that structured the entire judgment. (Para 12)
"In making my decision, I considered the following issues:" — Per Lee Seiu Kin J, Para 12
"(a) Whether Mr Fu, notwithstanding that he was the party who applied for ASPL to be struck off, had sufficient standing to make the present application." — Per Lee Seiu Kin J, Para 12
"(b) Whether any practicable benefit would arise from the restoration of ASPL to the Register." — Per Lee Seiu Kin J, Para 12
Those issues were not treated as abstract doctrinal questions. The court linked standing to the applicant’s proprietary or pecuniary interest in restoration, and linked the “just” requirement to the practical consequences of restoring the company rather than incorporating a new one. The reasoning therefore moved from legal principle to concrete commercial utility. (Para 17) (Para 27) (Para 34) (Para 39)
How Did the Court Deal With Mr Fu’s Standing Even Though He Had Sought the Strike-Off Himself?
Mr Fu’s standing was the first and most contested issue. He argued that he was the sole shareholder of ASPL and had an interest in restoring it so that it could be used to make investments. The court accepted that submission, but only after examining the restoration authorities and the nature of the interest required. (Para 9) (Para 17) (Para 24) (Para 26)
"Mr Fu submitted that he was “the sole shareholder of ASPL and [had] an interest in restoring the company so that it may be used to make investments”." — Per Lee Seiu Kin J, Para 9
The court relied on Re Asia Petan Organisation Pte Ltd as the principal local authority. That case stated that an applicant must demonstrate some proprietary or pecuniary interest arising from the company’s restoration, but that the interest need not be firmly established or highly likely to prevail; it must simply not be merely shadowy. The judge reproduced that formulation and treated it as the governing standard. (Para 17)
"To demonstrate locus standi, an applicant “must demonstrate some proprietary or pecuniary interest arising from the company’s restoration”. Lim JC stressed that such interest “need not be firmly established or highly likely to prevail, but it must not be merely shadowy” [emphasis added] (Re Asia Petan at [31])." — Per Lee Seiu Kin J, Para 17
The court then addressed the specific objection that Mr Fu had himself applied for strike-off. It held that there was no material difference between a person who had applied on the company’s behalf for strike-off and a person who had participated in having the company struck off the Register. In other words, the fact that Mr Fu initiated the strike-off did not negate his standing to seek restoration later. The court considered that the line of authorities had taken a broad view of the locus standi requirement. (Para 23) (Para 24) (Para 26)
"In my view, there was no material difference between a person who had applied on the company’s behalf for the company to be struck off (as was the case here) and a person who participated in having the company be struck off the Register (as was the case in Ganesh)." — Per Lee Seiu Kin J, Para 23
"Therefore, it was apparent that the line of authorities on restoration of a company has taken a broad view of the Locus Standi Requirement." — Per Lee Seiu Kin J, Para 24
The judge also drew support from foreign authority. In Arnold World Trading Pty Ltd v ACN 133 427 335 Pty Limited, the Supreme Court of New South Wales held that whether an applicant is a “person aggrieved” is considered by reference to legal rights and legal interests. That authority reinforced the proposition that standing in restoration cases is not confined to a narrow or technical category. The court also referred to English authorities cited in Ganesh, including In re Wood and Martin (Bricklaying Contractors) Ltd and In re Roehampton Swimming Pool Ltd, as part of the broader jurisprudential backdrop. (Para 20) (Para 24)
"In Arnold World Trading Pty Ltd v ACN 133 427 335 Pty Limited [2010] NSWSC 1369 at [43], the Supreme Court of New South Wales (Equity Division) held that whether an applicant is a “person aggrieved” by the deregistration of a company is “considered by reference to legal rights and legal interests”" — Per Lee Seiu Kin J, Para 24
Having applied that framework, the court concluded that Mr Fu’s interest was sufficient. He was the sole shareholder, he intended to use the company for investments, and the restoration would facilitate that use. The court therefore held that he had established the locus standi requirement. (Para 9) (Para 17) (Para 26)
"Therefore, I held that Mr Fu had established the Locus Standi Requirement." — Per Lee Seiu Kin J, Para 26
Why Did the Court Say the Restoration Would Be “Just”?
The second issue was whether restoration would be “just.” The court treated this as a broad evaluative inquiry, not a mechanical one. It relied on Re Asia Petan for the proposition that the court should consider all the circumstances, including the purpose of restoration, whether there would be any practicable benefit, and whether there would be prejudice to any persons. If satisfied, the court should order restoration unless there are exceptional countervailing circumstances. (Para 27)
"To fulfil the Just Requirement, the court should have regard to all the circumstances of the case, including but not limited to: “(a) the purpose of restoring the company; (b) whether there would be any practicable benefit arising from the restoration; and (c) whether there would be prejudice to any persons” (Re Asia Petan at [31]). Finally, “if the court were so satisfied, it should order a restoration unless there are exceptional countervailing circumstances” (Re Asia Petan at [31])." — Per Lee Seiu Kin J, Para 27
Mr Fu’s evidence was that he intended to use ASPL as a vehicle for various investments. The court accepted that this was a legitimate purpose and that restoring the company, rather than incorporating a new one, would likely confer the tangible benefit of time and cost savings. That practical advantage was enough to satisfy the “just” requirement on the facts of the case. (Para 34) (Para 39)
"Mr Fu has given affidavit evidence that he intends to use ASPL as a vehicle to carry out various investments." — Per Lee Seiu Kin J, Para 34
"Allowing a restoration of ASPL, as opposed to having to incorporate a new company, would likely confer Mr Fu the tangible benefit of time and cost savings." — Per Lee Seiu Kin J, Para 34
The court also considered the absence of prejudice. ASPL had no assets and no liabilities when it was struck off, and the application was unopposed. ACRA had been informed but did not participate. The judge further noted that Mr Fu had agreed to make undertakings, including bringing annual returns up to date and bearing the costs incurred by ACRA for restoration. Those factors reduced any concern that restoration would create unfairness or administrative burden. (Para 6) (Para 11) (Para 10) (Para 38)
"This Application was unopposed. ACRA had been informed of the application to restore but did not participate in the present proceedings." — Per Lee Seiu Kin J, Para 11
"He also “agreed to make any undertakings required, including bringing ASPL’s annual returns up to date.”" — Per Lee Seiu Kin J, Para 10
"I also considered that Mr Fu had agreed to make any undertakings to bear the costs incurred by ACRA for the purposes of restoring ASPL to the Register." — Per Lee Seiu Kin J, Para 38
On that basis, the court found that there were no exceptional countervailing circumstances to refuse restoration. The judge’s conclusion was explicit: it was satisfied that it was just for ASPL to be restored to the Register. (Para 39)
"In the circumstances, I was satisfied that it was just for ASPL to be restored to the Register and found that there were no exceptional countervailing circumstances to decide otherwise." — Per Lee Seiu Kin J, Para 39
What Arguments Did Mr Fu Advance, and How Did the Court Treat Them?
Mr Fu’s submissions were practical and focused on utility. He said he was the sole shareholder and had an interest in restoring the company so that it could be used to make investments. He also argued that restoration would save time and costs compared with incorporating a new company. These were not speculative assertions; they were supported by affidavit evidence and by his willingness to give undertakings. (Para 9) (Para 10) (Para 34)
"Mr Fu submitted that he was “the sole shareholder of ASPL and [had] an interest in restoring the company so that it may be used to make investments”." — Per Lee Seiu Kin J, Para 9
"Moreover, Mr Fu argued that it would be “just” to restore ASPL to the Register because Mr Fu may thereby use ASPL to carry out investments, and this would confer Mr Fu the practicable benefit of saved time and costs of incorporating a new company." — Per Lee Seiu Kin J, Para 10
He further said that he would make any undertakings required, including bringing ASPL’s annual returns up to date. The court treated that as a relevant assurance, especially because the application was unopposed and there was no evidence of prejudice to creditors or other third parties. The judge also noted that Mr Fu had agreed to bear ACRA’s costs incurred for the restoration process. (Para 10) (Para 11) (Para 38)
"He also “agreed to make any undertakings required, including bringing ASPL’s annual returns up to date.”" — Per Lee Seiu Kin J, Para 10
The court did not treat these submissions as sufficient by themselves. Rather, it measured them against the statutory criteria and the restoration authorities. Once the judge was satisfied that the interest was not merely shadowy and that the practical benefit was real, the submissions became decisive. (Para 17) (Para 27) (Para 34) (Para 39)
How Did the Court Use Prior Cases to Interpret Standing and the “Just” Requirement?
The judgment is notable for the way it assembled a line of authorities to support a broad and practical approach. Re Asia Petan supplied the core Singapore framework. Ganesh Paulraj v Avantgarde Shipping Pte Ltd was used to show that standing can exist even where the applicant participated in the strike-off process. Re Blenheim Leisure (Restaurants) Ltd (No 2) was cited as a persuasive authority on restoration where there is a practical benefit. (Para 8) (Para 9) (Para 17) (Para 27)
"Mr Fu relied on the framework for restoration of a company to the Register set out in Re Asia Petan Organisation Pte Ltd [2018] 3 SLR 435 (“Re Asia Petan”) at [31]." — Per Lee Seiu Kin J, Para 8
"Mr Fu relied on cases including Ganesh Paulraj v Avantgarde Shipping Pte Ltd [2019] 4 SLR 617 (“Ganesh”) and Re Blenheim Leisure (Restaurants) Ltd (No 2) [2000] BCC 821 (“Re Blenheim”)." — Per Lee Seiu Kin J, Para 9
The court also referred to English authorities cited in Ganesh, including In re Wood and Martin (Bricklaying Contractors) Ltd and In re Roehampton Swimming Pool Ltd, to illustrate the practical and realistic circumference of standing in restoration cases. Those authorities were not treated as controlling in themselves, but as part of the broader interpretive context. (Para 20)
"such as In re Wood and Martin (Bricklaying Contractors) Ltd [1971] 1 WLR 293 and In re Roehampton Swimming Pool Ltd [1968] 1 WLR 1693." — Per Lee Seiu Kin J, Para 20
On the standing question, the judge also relied on Arnold World Trading Pty Ltd v ACN 133 427 335 Pty Limited for the proposition that “person aggrieved” is assessed by reference to legal rights and legal interests. On the “just” question, the judge cited Re Forte’s (Manufacturing) Ltd Stanhope Pension Trust Ltd v Registrar of Companies for the proposition that the applicant’s interest need not be firmly established or highly likely to prevail, so long as it is not merely shadowy. (Para 24) (Para 35)
"the interest of an applicant under s 651 [of the UK Companies Act 1985] in having the company revived does not have to be firmly established or highly likely to prevail. It is sufficient that it is not ‘merely shadowy’" — Per Lee Seiu Kin J, Para 35
That comparative reasoning mattered because it showed that the court was not inventing a new standard. Instead, it was applying a consistent restoration jurisprudence that balances legal interest, practical utility, and fairness. (Para 24) (Para 27) (Para 35)
What Was the Court’s Final Order?
After resolving both issues in Mr Fu’s favour, the court granted the application. The order was to restore ASPL to the Register. The judgment’s conclusion was concise, but it followed a detailed analysis of standing, statutory purpose, practical benefit, and the absence of prejudice. (Para 39) (Para 40)
"Accordingly, I granted the order sought by Mr Fu." — Per Lee Seiu Kin J, Para 40
The court’s final disposition is also reflected in its earlier statement that it was satisfied it was just to restore the company and that there were no exceptional countervailing circumstances. The result was therefore not merely procedural; it restored the company’s legal existence so that it could be used for the intended investment purposes. (Para 39) (Para 40)
Why Does This Case Matter for Restoration of Struck-Off Companies in Singapore?
This case matters because it confirms that the restoration regime is not applied in a rigid or punitive manner. Even where the applicant was the person who initiated the strike-off, the court was prepared to recognise standing if the applicant could show a real proprietary or pecuniary interest in restoration. That approach is commercially practical and avoids elevating form over substance. (Para 23) (Para 24) (Para 26)
"Therefore, it was apparent that the line of authorities on restoration of a company has taken a broad view of the Locus Standi Requirement." — Per Lee Seiu Kin J, Para 24
The case also matters because it shows that the “just” requirement can be satisfied by a concrete administrative and commercial advantage, such as saving time and costs by restoring an existing company rather than incorporating a new one. The court did not require proof of an existing asset, debt, or dispute. Instead, it accepted future investment use and practical efficiency as sufficient on the facts. (Para 34) (Para 39)
"Therefore, it appeared that a liberal view was taken in the case law when applying the Just Requirement." — Per Lee Seiu Kin J, Para 35
For practitioners, the decision is a useful reminder that restoration applications should be supported by clear evidence of intended use, practical benefit, and absence of prejudice. Undertakings to regularise filings and bear costs may also assist. The case therefore provides a workable template for future applications under s 344(5). (Para 10) (Para 11) (Para 38) (Para 39)
Cases Referred To
| Case Name | Citation | How Used | Key Proposition |
|---|---|---|---|
| Re Haeusler, Thomas | [2021] 4 SLR 1407 | Cited for the proposition that a struck-off company cannot itself be an applicant. | A company that has been struck off lacks capacity to sue or apply in its own name. (Para 6) |
| Re Asia Petan Organisation Pte Ltd | [2018] 3 SLR 435 | Main Singapore authority on restoration, locus standi, and the “just” requirement. | An applicant must show some proprietary or pecuniary interest; the court should consider purpose, practicable benefit, and prejudice, and restore unless exceptional countervailing circumstances exist. (Para 8) (Para 17) (Para 27) |
| Ganesh Paulraj v Avantgarde Shipping Pte Ltd | [2019] 4 SLR 617 | Used to support a broad approach to standing and restoration. | Participation in the strike-off process does not necessarily defeat standing to seek restoration. (Para 9) (Para 23) |
| Re Blenheim Leisure (Restaurants) Ltd (No 2) | [2000] BCC 821 | Cited as persuasive authority on restoration where there is practical benefit. | Restoration may be justified where it serves a practical or commercial purpose. (Para 9) |
| Arnold World Trading Pty Ltd v ACN 133 427 335 Pty Limited | [2010] NSWSC 1369 | Cited on the meaning of “person aggrieved.” | Whether an applicant is aggrieved is assessed by reference to legal rights and legal interests. (Para 24) |
| In re Wood and Martin (Bricklaying Contractors) Ltd | [1971] 1 WLR 293 | Referenced as an English authority cited in Ganesh. | Supports a practical approach to standing in restoration matters. (Para 20) |
| In re Roehampton Swimming Pool Ltd | [1968] 1 WLR 1693 | Referenced as an English authority cited in Ganesh. | Supports a practical approach to standing in restoration matters. (Para 20) |
| Re Forte’s (Manufacturing) Ltd Stanhope Pension Trust Ltd v Registrar of Companies | [1994] BCC 84 | Cited for the “not merely shadowy” threshold. | An applicant’s interest need not be firmly established or highly likely to prevail; it is enough that it is not merely shadowy. (Para 35) |
Legislation Referenced
- Companies Act 1967 (2020 Rev Ed), s 344(5) (Para 13) [CDN] [SSO]
- Companies Act 1967 (2020 Rev Ed), s 344A (Para 14) [CDN] [SSO]
- Interpretation Act 1965 (2020 Rev Ed), s 2(1) (Para 6) [CDN] [SSO]
- Companies Act 1948 (UK), s 352, as referred to in the judgment (Para 13) [CDN] [SSO]
- UK Companies Act 1985, s 635(2B), as referred to in Re Blenheim and quoted in the judgment (Para 35) [CDN] [SSO]
- Companies Act 1967, s 216A, as referred to in the judgment (Para 25) [CDN] [SSO]
Source Documents
This article analyses [2023] SGHC 177 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.