1. ) LIM TECK HOE 2. ) EE KAI XIN v 1. ) MANITREX GLOVES (M) SDN. BHD. 2. ) ABDUL NASIR BIN ABDUL GHAFFAR 3. ) NUR AINA ADILLA BINTI ABDUL NASIR 4. ) PENDAFTAR SYARIKAT, SURUHANJAYA SYARIKAT MALAYSIA

Case Significance

Illustrates the matters a court weighs on an application under section 555 of the Companies Act 2016 to restore a struck-off company to the register, namely the standing of the applicant as a person aggrieved, whether the company was carrying on business when struck off, and whether reinstatement is just, and the court's refusal to reinstate where those conditions are not established.

This High Court decision in the Commercial Division at Kuala Lumpur concerns an application under section 555 of the Companies Act 2016 to reinstate a struck-off company to the register of companies kept by the Companies Commission of Malaysia. The applicants brought an amended originating summons seeking the reinstatement of the company, whose restoration would bear on litigation in which they were involved: they had earlier been sued for a substantial sum on allegations of fraud, misrepresentation and conspiracy connected with the supply of nitrile gloves, and the standing of the company was said to matter to that dispute. Under section 555, a person aggrieved by the striking off of a company may apply to reinstate it, and the court had to consider three matters: whether the applicants were persons aggrieved within the meaning of the section; whether the company had been carrying on business and was in operation at the time it was struck off; and whether it was just, in all the circumstances, for the company to be reinstated. Having examined the evidence and the applicable principles, the court was not satisfied that the requirements for reinstatement were met, and it dismissed the originating summons. The court's approach shows that reinstatement is not automatic on the application of anyone with an interest in the outcome of collateral litigation; the applicant must show a genuine grievance flowing from the striking off, and the court will weigh whether the company was a going concern and whether restoring it would serve a proper purpose rather than merely advance a litigation strategy. The judgment is a useful illustration of the matters a court weighs on an application under section 555 of the Companies Act 2016 to restore a company to the register, namely the standing of the applicant as a person aggrieved, whether the company was carrying on business when struck off, and whether reinstatement is just, and of the court's refusal to reinstate where those conditions are not established.