Miller v Waipoua Land Ltd

[2021] NZHC 3041

IN THE HIGH COURT OF NEW ZEALAND WHANGAREI REGISTRY

I TE KŌTI MATUA O AOTEAROA WHANGĀREI-TERENGA-PARĀOA ROHE

CIV-2021-488-105

[2021] NZHC 3041

UNDER

Part 19 of the High Court Rules 2016 The Companies Act 1993, s 91

IN THE MATTER

of an application pursuant to s 91 of the Companies Act 1993 by the executor of a deceased shareholder for rectification of the share register

BETWEEN

KERRY JAN MILLER

Applicant

AND

WAIPOUA LAND LTD

Respondent

Judgment:

(On the papers)

11 November 2021

JUDGMENT OF BREWER J

This judgment was delivered by me on 11 November 2021 at 11 am pursuant to Rule 11.5 High Court Rules.

Registrar/Deputy Registrar

Solicitors:
WRMK Lawyers, Whangarei

MILLER v WAIPOUA LAND LTD [2021] NZHC 3041 [11 November 2021]

[1]Ms Miller has filed:

(a)A without notice application to commence this proceeding by way of originating application;

(b)The proposed originating application;

(c)Her affidavit in support of the originating application;

(d)A without notice application for directions as to service; and

(e)A memorandum from her counsel.

[2]        This is a straightforward matter. Ms Miller is the administrator of the estate of her late father,  William  Edward  Boniface.  Probate  of  the Will  was  granted  on 17 August 2021.

[3]        Mr Boniface was the sole director and shareholder of Waipoua Land Ltd (WLL). The company operates a beef farm from land it owns. The shares in WLL are an asset of Mr Boniface’s estate and should be disposed of in accordance with his Will.

[4]        WLL’s accountants have caused the Companies Register to show Ms Miller as sole director and shareholder of WLL. But she is not, although she is entitled to be the shareholder as administrator of Mr Boniface’s estate. Once the shares are transferred to her, Ms Miller can exercise the powers of the shareholder to appoint directors.

[5]        The originating application, therefore, is for rectification of WLL’s share register by transfer of the shares from Mr Boniface to Ms Miller as executor.1

[6]No-one else has any interest in the application.

[7]Having read the documents filed, I make the following orders:

1      Companies Act 1993, ss 91 and 93.

(a)Leave is granted to commence the proceeding by way of originating application.

(b)Service of the originating application is dispensed with.

(c)The originating application for rectification of the share register of WLL is granted.

Brewer J