In the matter of New Seabay Kitchen Pty Limited [2019] NSWSC 1904

In the matter of New Seabay Kitchen Pty Limited [2019] NSWSC 1904

The impugned notifications to ASIC recorded changes to officers, shareholders and corporate information that were not supported by evidence of compliant share transfers, resignations, removals, consents or other proper corporate steps, and were uncontested by Mr Shu, who consented to the relief. The Court was therefore satisfied that ASIC's register should be rectified under s 1322(4)(b), and that injunctive relief under s 1324 was appropriate because of the history of incorrect lodgements by Mr Shu affecting these companies and another company.

Jurisdiction
Australia
Judgment Date
12 July 2019
Procedural Posture
Equity Corporations List Application for Rectification of Register Maintained by ASIC and Injunctive Relief Under S 1324 of the Corporations Act 2001 (cth) / Ex Tempore Judgment on Second Further Amended Originating Process
Outcome
Orders made to rectify the register maintained by ASIC; the Third Defendant restrained from undertaking specified acts.
Legal Topics
['rectification of ASIC Register' 'corporate Officers and Shareholders' 'share Transfers' 'injunctive Relief' 'notifications to Asic']
['corporations'] ['rectification of ASIC Register' 'corporate Officers and Shareholders' 'share Transfers' 'injunctive Relief' 'notifications to Asic']

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Procedural Posture

Equity Corporations List Application for Rectification of Register Maintained by ASIC and Injunctive Relief Under S 1324 of the Corporations Act 2001 (cth) / Ex Tempore Judgment on Second Further Amended Originating Process

Legal Issues

  1. 1 ['Whether the Court should order rectification of the register maintained by ASIC to exclude documents lodged by the Third Defendant recording changes to shareholders, officers and corporate information of New Seabay Kitchen Pty Limited and Chinese Noodle Bar Pty Ltd.' 'Whether the impugned ASIC forms reflected underlying corporate transactions or proper corporate steps authorised by the Corporations Act 2001 (Cth).' "Whether injunctive relief should be granted under s 1324 of the Corporations Act 2001 (Cth) restraining the Third Defendant from lodging further documents affecting the companies' officers, shareholders or corporate information."]

Ratio Decidendi

The impugned notifications to ASIC recorded changes to officers, shareholders and corporate information that were not supported by evidence of compliant share transfers, resignations, removals, consents or other proper corporate steps, and were uncontested by Mr Shu, who consented to the relief. The Court was therefore satisfied that ASIC's register should be rectified under s 1322(4)(b), and that injunctive relief under s 1324 was appropriate because of the history of incorrect lodgements by Mr Shu affecting these companies and another company.

Court Disposition

Orders made to rectify the register maintained by ASIC; the Third Defendant restrained from undertaking specified acts.

Orders

  • ['The register maintained by the Australian Securities and Investments Commission was ordered to be rectified so as to exclude certain documents lodged by the Third Defendant from the register.' 'The Third Defendant was restrained from lodging further documents which would bring about changes in the officers or...