Allen Chambers Limited v Registrar of Companies

[2020] NZHC 2160

IN THE HIGH COURT OF NEW ZEALAND NELSON REGISTRY

I TE KŌTI MATUA O AOTEAROA WHAKATŪ ROHE

CIV-2020-442-25

[2020] NZHC 2160

BETWEEN

ALLEN CHAMBERS LIMITED

Applicant

AND

REGISTRAR OF COMPANIES

Respondent

Hearing by telephone:	24 August 2020
Counsel:	A Nicoll for applicant
Minute:	25 August 2020

JUDGMENT OF ASSOCIATE JUDGE JOHNSTON

[1]    This is an application for an order pursuant to s 329 of the Companies Act 1993 to restore a company (not the applicant but its wholly owned subsidiary, Zumo Retail Nelson  Ltd) to the register.   The case was originally called in the Nelson list on    20 August 2020. On that occasion, Mr Allen Chambers who is the applicant’s shareholder was present and I permitted him to talk to the application. Regrettably, I was not confident that Mr Chambers was able to provide me with the necessary information to decide whether or not an order was appropriate. Mr Chambers did tell me that he had instructed a solicitor in the matter, Mr Nicoll, and I issued a minute on 20 August 2020 in which I requested the Registrar to arrange a resumed telephone hearing involving Mr Nicoll (assuming he had indeed been instructed and was prepared to act).

[2]    That resumed telephone hearing occurred yesterday at 3.00 pm. Mr Nicoll was able to explain to me that the Employment Tribunal had made an award in favour of a former employee of Zumo that Zumo had then gone into voluntary liquidation.

Apparently, a Mr Geoff Falloon of Nelson was appointed as the liquidator, and has filed a final report.

[3]    Zumo having gone into liquidation it apparently occurred to Mr Chambers that he was facing certain difficulties associated with the management of the group and that is what has precipitated this application. The purpose of the restoration of the company would be to resume the liquidation, finalise the tax returns for the financial year and put the groups affairs in order. Ultimately, Zumo may or may not be wound up  again.  However,  in  the  meantime  the  judgment  debt  has  been  paid  (by   Mr Chambers or the applicant on Zumo’s behalf).

[4]    I am very grateful to Mr Nicoll for explaining the position to me and on the basis of his explanation I can see no particular objection to the orders sought being granted. I had thought there may be a difficulty with service, but Mr Nicoll has put me right on that, reminding me that the public notice requirements of s 328(3) apply only where the Registrar of Companies is making the order.

[5]    I therefore make the order as moved setting aside the liquidator’s final report and restoring Zumo to the Register. There will of course be no order as to costs.

[6]    I also make the necessary ancillary order setting aside the liquidator’s final report.

Associate Judge Johnston

Solicitor:
Hudson Gavin Martin, Auckland for applicant