In the Matter of Trussted Frames and Trusses Pty Ltd [2012] NSWSC 787

In the Matter of Trussted Frames and Trusses Pty Ltd [2012] NSWSC 787

Special leave was warranted because the liquidator established that, as a matter of substance, only six ordinary shares were on issue and the six proposed recipients were entitled to the surplus; debts and liabilities had been paid or provisioned; required notices had been published and no potential creditor had come forward; a substantial surplus would remain after the interim distribution; and the proposed distribution was proper and appropriate. Dispensation from a Form 551 schedule was also appropriate because the order itself stated the names and amounts and there were no complexities in the calculation.

Jurisdiction
Australia
Judgment Date
28 June 2012
Procedural Posture
Corporations External Administration Application for Special Leave to Distribute Surplus / Interlocutory Application
Outcome
Special leave to distribute surplus granted and Form 551 schedule dispensed with.
Legal Topics
["members' Voluntary Winding Up" 'special Leave to Distribute Surplus' 'interim Distribution to Shareholders' 'form 551 Schedule' 'liquidator Powers']
['corporations' 'external Administration' 'equity'] ["members' Voluntary Winding Up" 'special Leave to Distribute Surplus' 'interim Distribution to Shareholders' 'form 551 Schedule' 'liquidator Powers']

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Procedural Posture

Corporations External Administration Application for Special Leave to Distribute Surplus / Interlocutory Application

Legal Issues

  1. 1 ['Whether the liquidator should receive special leave under (Cth) Corporations Act 2001, s 488(2), to make an interim distribution of surplus to shareholders.' 'Whether the proposed interim distribution was proper and appropriate in the circumstances.' 'Whether the Court should direct that the order need not have annexed to it a schedule in accordance with Form 551.']

Ratio Decidendi

Special leave was warranted because the liquidator established that, as a matter of substance, only six ordinary shares were on issue and the six proposed recipients were entitled to the surplus; debts and liabilities had been paid or provisioned; required notices had been published and no potential creditor had come forward; a substantial surplus would remain after the interim distribution; and the proposed distribution was proper and appropriate. Dispensation from a Form 551 schedule was also appropriate because the order itself stated the names and amounts and there were no complexities in the calculation.

Court Disposition

Special leave to distribute surplus granted and Form 551 schedule dispensed with.

Orders

  • ['Order pursuant to (Cth) Corporations Act 2001, s 488(2), that the liquidator have special leave to distribute the sum of $1,755,000 as surplus to each of the shareholders of the company as follows: to Norman Clive Gilsenan the sum of $292,500; to Lynette Therese Gilsenan the sum of $292,500; to Steven John Veale...