Finnie v Registrar of Companies

[2022] NZHC 59

IN THE HIGH COURT OF NEW ZEALAND INVERCARGILL REGISTRY

I TE KŌTI MATUA O AOTEAROA WAIHŌPAI ROHE

CIV-2021-425-113

[2022] NZHC 59

UNDER

the Companies Act 1993

IN THE MATTER

of an application for restoration of a company

BETWEEN

PHILLIP JAMES FINNIE

Applicant

AND

REGISTRAR OF COMPANIES

Respondent

Appearances:	M R M Coote for Applicant G S Caro for Respondent
Judgment:	31 January 2022
(Determined on the papers)

JUDGMENT OF OSBORNE J

This judgment was delivered by me on 31 January 2022 at 4.00 pm pursuant to Rule 11.5 of the High Court Rules

Registrar/Deputy Registrar Date:

[1]  Phillip James Finnie, the applicant, was the sole director and a 50 per cent shareholder of Attitude Switchboards 2012 Ltd (Attitude) when Attitude was removed from the New Zealand companies register on 27 March 2018. Mr Finnie applies for an order that Attitude be restored to the register.

[2]The Registrar of Companies consents to the order sought.

FINNIE v REGISTRAR OF COMPANIES [2022] NZHC 59 [31 January 2022]

Attitude’s removal

[3]                  By his affidavit filed in support of the application, Mr Finnie records that Attitude was struck off the register after having failed to file annual tax returns. He explains a confusion in arrangements relating to Attitude following the liquidation of a related company.

The jurisdiction

[4]                  Under s 329 Companies Act 1993, this Court may order a company that has been removed from the register to be restored to the register. Such an order may be made (amongst other reasons) if the Court is satisfied that at the time the company was removed from the register a proper reason existed for the company to continue in existence or the applicant was a creditor, shareholder or person who had an undischarged claim against the company or for any other reason it is just and equitable to restore the company to the register.

Discussion

[5]                  I am satisfied upon the basis of Mr Finnie’s evidence that each of those grounds is established. There were outstanding shareholder advance accounts of Attitude owed to Mr Finnie and his wife (as shareholders). Attitude had a tax loss of over $1 million and was eligible to make an income tax claim for a substantial portion of that. Mr Finnie intends to move part of his business into Attitude.

Order

[6]I order:

(a)Attitude Switchboards 2012 Ltd is restored to the New Zealand companies register;

(b)Attitude Switchboards 2012 Ltd shall forthwith file in the registry particulars of its registered address;

(c)Attitude Switchboards 2012 Ltd shall by 1 April 2022 register financial statements for any years in which it has to date not registered financial statements;

(d)there is no order as to the costs and disbursements of this proceeding; and

(e)the hearing scheduled for 4 February 2022 is vacated.

Osborne J

Solicitors:

Walker Murdoch Law Ltd, Invercargill Companies Office, Christchurch