Wan Suleiman FJ:

The appellants sought to effect service of a writ pursuant to O. 62 r. 4(1) (a) on 1 July 1982 by leaving a copy of it at No. 42-2A City Tower, Jalan Alor, Kuala Lumpur, which the appellants believed to be the registered address of the respondent company. Unknown to the appellants respondents had changed the situation of its registered office from the aforementioned address to Room 1201, 12th Floor Komplek Selangor on 8 February 1982. In accordance with the requirements of s. 120 of the Companies Act respondents had duly notified the Registrar of Companies of the change by lodging with the Registrar on 20 February 1982 the requisite Form 44 in which the particulars of the change of registered office had been set out. This notification of change was not entered into the register, according to the Registrar's letter annexed as an exhibit to the affidavit of appellant's solicitor, until some 7 months later i.e., on 24 September 1982.

It is not clear whether there was indeed a register maintained by the Registrar of Companies into which is entered the particulars from the Form 44 which respondents have sent him or whether as the learned trial Judge conjectured, the alleged "registration" was merely emplacement as an enclosure in a file pertaining to the respondent company.

To proceed with the facts, appellants, having left a copy of the writ at No. 42-2A, no appearance having been entered by respondents, moved the Court for and entered judgment in default for the amount claimed. Execution proceedings then followed and land belonging to the respondent company was attached. It was then, according to respondents, that they came to know of the writ. They then took out a summons to set aside the writ on the grounds that they had not been served.

Section 119 of the Companies Act requires a company to have a registered office within Malaysia to which all communications and notices may be addressed. Section 120 provides for the Registrar to be notified of the situation of registered office and of any change of the situation of such office within one month of the incorporation of the company or such change, as the case may be.

The learned trial Judge took the view that the change of situation of the registered office took effect from the day that the actual change was made, and not on the day of the lodgement of the notice required by s. 120, (since that can take up to one month after the actual change), and also not on the date of the registration of such notice, if indeed registration had taken place. He therefore held that leaving a copy of the writ at No. 42-2A City Tower was no good service and set aside the judgment.

In England notice of change in the situation of the office must be given to the Registrar of Companies within fourteen days under the 1948 Companies Act, 1972 s. 9(3). A third party without actual knowledge is not affected unless the notice is published within 15 days of the change, and even within the 15 days, is not affected if he is unavoidably prevented from knowing of the change (European Communities Act, 1972. s. 9(4)). (See Modern Company Law by LCB. Gower, 4th Edn., p. 312, Footnote 23 and pp. 499, 500).

Having drawn our attention to the English statute law, counsel for appellants submitted that the effective date of change of address would be the date of registration, perhaps by analogy with the English requirement for gazetting.

Such stringent requirements governing change of situation of registered office of companies may perhaps have been dictated by the United Kingdom's entry into the larger European Community and the need to facilitate dealings between firms in U.K. and those of other E.E.C. countries.

Two authorities were cited to us which are not quite helpful, because the facts therein are materially different.

In P T Pelajaran Nasional Indonesia V. Joo Seang & Co. Ltd. [1957] the plaintiffs had served the writ at the wrong address because of misinformation from the Registrar of