Neich v Roseka Limited

[2012] NZHC 20

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

CIV-2011-404-007771 [2012] NZHC 20

BETWEEN  LIMASENE LEAOA NEICH Applicant

ANDROSEKA LIMITED Respondent

Hearing:         27 January 2012

Counsel:         CM Fisher for Applicant

Judgment:      27 January 2012

JUDGMENT OF TOOGOOD J

This judgment was delivered by me on 27 January 2012 at 4.00 p.m. ., pursuant to Rule 11.5 of the High Court Rules.

Registrar/Deputy Registrar

Date: ………………………….

Solicitors:

Fortune Manning, P O Box 4139, Auckland

LIMASENE LEAOA NEICH V ROSEKA LIMITED HC AK CIV-2011-404-007771 [27 January 2012]

[1]      On  12  December  2011,  Lang  J  granted  leave  to  the  applicant  to  bring proceedings by way of originating summons rectifying the share register of the respondent so as to record that the applicant holds the one hundred shares in the respondent formerly held by her late husband.

[2]      Service of the proceedings was dispensed with, the company having no living director or shareholder.

[3]      The grounds upon which the application is made are that the applicant’s late husband, Roger Neich, was the sole shareholder and sole director of the respondent at all material times.   He died on 27 September 2010 leaving a will naming the applicant as executor of his estate.  Probate of that will was granted by the Court on

5 November 2010.

[4]      Pursuant to s 93 of the Companies Act 1993, the applicant is entitled to be registered in the share register of the respondent as the holder of the shares formerly held by the late Mr Neich.   By virtue of ss 89 and 96 of the Act, entry of the applicant’s name upon the respondent’s share register is necessary for the applicant to deal with the shares and exercise the intended rights and powers attaching to them. However, there being no living directors or registered shareholders, it is not possible for the applicant to obtain entry of her name on the share register as the shareholder without the assistance of the Court.

[5]      I am satisfied that it is appropriate for the Court to order rectification of the share register in the manner sought.

[6]      Accordingly, I order that the share register of the respondent company be rectified to record that the applicant, Limasene Leaoa Neich, of 1A Olsen Avenue, Hillsborough, Auckland be the holder of the shares formerly held by the late Roger Neich as executor of the deceased estate of Roger Neich.

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Toogood J