Sipad Holding & Anor v Popovic, Nikola & Ors [1995] FCA 890

Sipad Holding d.d.p.o. is entitled to be registered as the member for the shares in Sidex Australia Pty Limited despite register misdescription due to direct succession of entities under foreign law and sufficient identification on the register. The register should be rectified to reflect the correct member. The resolutions passed at the general meeting of 26 April 1995 are valid and effective, with any procedural irregularities (including potential issues with appointment of representatives or quorum) not causing injustice and capable of being validated under s 1322(2) of the Corporations Law.

Parties: First Applicant: Sipad Holding d.d.p.o.; Second Applicant: Pero Vladic; First Respondent: Nikola Popovic; Second Respondent: Dragan Karac; Third Respondent: Milan Jovicic; Fourth Respondent: Joseph John Gilles; Fifth Respondent: Australia Furniture Pty Limited; Sixth Respondent: Sidex Australia Pty Limited (Receiver and Manager Appointed); Seventh Respondent: Sipad Export Import d.d.p.o.
Jurisdiction: Australia
Judgment Date: 01 November 1995
Procedural Posture: Corporations/company Law—rectification and Validity of Meeting Resolutions / Trial—first Instance Determination
Outcome: Main application allowed as against all respondents except second respondent; as against the second respondent, application dismissed.
Legal Topics: Rectification of the Register of Members, Appointment of Corporate Representatives, Validity of General Meeting and Resolutions, Succession of Foreign Corporate Entities, Appointment of Proxies, Quorum Requirements, Articles of Association—alteration

Corporations Law Private International Law Rectification of the Register of Members Appointment of Corporate Representatives Validity of General Meeting and Resolutions Succession of Foreign Corporate Entities Appointment of Proxies Quorum Requirements +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 7 Authorities cited 20 Party arguments 2 Amounts and remedies 5

Parties

Sipad Holding d.d.p.o.

First Applicant

Pero Vladic

Second Applicant

Nikola Popovic

First Respondent

Dragan Karac

Second Respondent

Milan Jovicic

Third Respondent

Joseph John Gilles

Fourth Respondent

Australia Furniture Pty Limited

Fifth Respondent

Sidex Australia Pty Limited (Receiver and Manager Appointed)

Sixth Respondent

Sipad Export Import d.d.p.o.

Seventh Respondent

Procedural Posture

Corporations/company Law—rectification and Validity of Meeting Resolutions / Trial—first Instance Determination

Legal Issues

1 Who is entitled to be registered as a member of Sidex Australia Pty Limited in respect of specific shares?
2 Whether rectification of the register of members should be ordered to correct a misdescription of the shareholder's name?
3 Validity of the appointment of representatives and proxies under the Corporations Law and articles of association?

Ratio Decidendi

Court Disposition

Main application allowed as against all respondents except second respondent; as against the second respondent, application dismissed.

Orders

Declare that the first applicant is a member of the sixth respondent and is the holder of 1,983,251 shares in the sixth respondent.
Pursuant to s 212 of the Corporations Law, order that the register of members of the sixth respondent be rectified by amending 'Sour Sipad Import Export' to 'Sipad Holding d.d.p.o.'