ROHAIZAL BIN IDRIS v Suruhanjaya Syarikat Malaysia (SSM) PENCELAH 1. ) HORSEDALE DEVELOPMENT BERHAD 2. ) Petron Malaysia Refining & Marketing Bhd

Case Significance

Illustrates the reinstatement jurisdiction under section 555 of the Companies Act 2016: the court will restore a struck-off company where it is just to do so and will not allow the reinstatement application to become a trial of collateral disputes, such as the validity of the company's contracts, which can be pursued separately once the company is restored.

This High Court decision at Shah Alam concerns an application to reinstate a company that had been struck off the register. The plaintiff, who with his wife had been an original shareholder and director of the company, applied under section 555 of the Companies Act 2016 to reinstate the company to the register of the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia), the company's name having been struck off by gazette in September 2022. The company had, during its existence, entered into a lease agreement and a sub-lease agreement with parties who intervened in the application, and those interveners resisted reinstatement, raising questions about the legality of those agreements. Section 555 allows the court to order the reinstatement of a struck-off company where it is just to do so, typically where a person feels aggrieved by the striking off and the company has ongoing matters to resolve. The court took the view that it was not the appropriate forum, on an application of this kind, to decide the legality of the lease and sub-lease agreements; those were matters to be litigated elsewhere if necessary. Being satisfied that it was just for the company to be restored, the court allowed the application to reinstate the company to the register, making no order as to costs. Delivered by Judicial Commissioner Hazizah Kassim, the judgment is a useful illustration of the reinstatement jurisdiction under section 555 of the Companies Act 2016: the court will restore a struck-off company where it is just to do so, and it will not allow the reinstatement application to become a trial of collateral disputes — such as the validity of the company's contracts — which can be pursued in the appropriate proceedings once the company is restored. The decision shows the court keeping the narrow reinstatement question — whether it is just to restore a struck-off company so that its affairs and obligations can be dealt with — separate from the substantive disputes over the company's contracts, which are unaffected by the restoration and remain to be resolved on their own merits.