12B. Rectification by High Court

Question 1

12B. Rectification by High Court

Answer 1

General overview
[12B.01] Section 12B deals exclusively with the rectification of the register by the High Court. Subsections (3) and (4) which allow an officer of a company to notify the registrar of any typographical and clerical error have been repealed to allow a wider scope of rectification of any errors by the registrar upon notification by such officer pursuant to the new ss 12C and 12D.

Question 2

Rectification by the High Court

Answer 2

[12B.02] The heading “Rectification of register” has been amended to “Rectification by High Court”. Section 12B solely deals with rectification by the High Court upon application by a company for the rectification of any record in a register that is erroneous or defective.

Question 3

Rectification by registrar upon application and on own initiative

Answer 3

[12B.03] The previous subsections (3) and (4) have been repealed and substituted with the new ss 12C and 12D. After the amendments, rectification of the register shall be initiated by:

(a) the applicant company’s application to the High Court: s 12B;
(b) the applicant, i.e. an officer of the company: s 12C; or
(c) by the registrar himself: s 12D.

Question 4

By High Court

Answer 4

[12B.04] In situation (a) above, the High Court may by order direct the registrar to rectify the register on such terms and conditions as may seem just and expedient and the registrar shall rectify the register accordingly. Such a rectification includes submitting a fresh document showing the rectification, which shall be filed by the applicant company with the registrar together with a copy of the court order and court application [s 12B(2)].

Question 5

Register of members

Answer 5

[12B.05] For applications to the court to rectify the register of members, see s 194 and the cases therein; Ex p A R Shaw In the matter of the Diamond Rock Boring Co Ltd (1877) 2 QBD 463 ; Re International Society of Auctioneers and Valuers [1898] 1 Ch 110, Ch D ; Re Cachar Co, Lawrence’s case (1867) LR 2 Ch App 412; Re Russian (Vyksounsky) Iron Works Coy, Kincaid’s case (1867) LR 2 Ch App 412 ; Webster’s case (1866) 2 Eq 741 ; Sing Eng (Pte) Ltd v PIC Property Ltd [1990] 1 SLR(R) 792; [1990] SGCA 8. For rectification in a winding up, see Re International Contract Co (1872) 7 Ch App 485 ; Re Joint Stock Discount Co, Sichell’s case (1867) 3 Ch App 119 ; Re Derham and Allen Ltd [1946] 1 Ch 31, Ch D ; In the Matter of Tien Mah Litho Printing Co (Private) Ltd and In the Matter of section 216 of the Companies Act, Chapter 50 [1992] SGHC 110. A member’s right to rectify the register is not affected by the company’s voluntary liquidation: Re Sussex Brick Co [1904] 1 Ch 598, CA . A company had a right to rectify the register of members when shares were allegedly transferred without consideration having been paid, in fact, during a court winding up of the company: Re Bank of Hindustan, China, and Japan, Ex p Kintrea (1869) LR 5 Ch App 95, CA.