In the Matter of Piccoli Tesori Pty Ltd (Deregistered) Ex parte: Bertuol [2006] FCA 462

In the Matter of Piccoli Tesori Pty Ltd (Deregistered) Ex parte: Bertuol [2006] FCA 462

It was just to order reinstatement because Mr Bertuol was a person aggrieved as a shareholder with an expectation of dividends from retained profits, the company was solvent and profitably carrying on business when deregistered for unpaid review fees, it had moved reasonably promptly, it could pay outstanding ASIC fees if reinstated, no third party appeared likely to be adversely affected, and ASIC did not object. The Court also validated acts done between deregistration and reinstatement.

Jurisdiction
Australia
Judgment Date
26 April 2006
Procedural Posture
Application Under S 601 Ah(2)(a)(i) of the Corporations Act 2001 (cth) for Reinstatement of Registration of a Deregistered Company / First Instance Application; Reasons for Judgment and Orders
Outcome
Application granted; ASIC ordered to reinstate registration of Piccoli Tesori Pty Ltd subject to conditions, and intervening acts validated.
Legal Topics
['reinstatement of Deregistered Company' 'meaning of "a Person Aggrieved"' 'capacity of Deregistered Company to Apply for Reinstatement' 'validation of Acts Between Deregistration and Reinstatement' 'asic Deregistration for Unpaid Review Fees']
['corporations Law'] ['reinstatement of Deregistered Company' 'meaning of "a Person Aggrieved"' 'capacity of Deregistered Company to Apply for Reinstatement' 'validation of Acts Between Deregistration and Reinstatement' 'asic Deregistration for Unpaid Review Fees']

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Procedural Posture

Application Under S 601 Ah(2)(a)(i) of the Corporations Act 2001 (cth) for Reinstatement of Registration of a Deregistered Company / First Instance Application; Reasons for Judgment and Orders

Legal Issues

  1. 1 ['Whether a deregistered company has capacity to make an application under s 601AH(2) as "a person aggrieved" despite ceasing to exist under s 601AD.' 'Whether Mr Bertuol, as a shareholder and former director, was a "person aggrieved" and should be substituted as plaintiff.' 'Whether it was just to order ASIC to reinstate Piccoli Tesori Pty Ltd.' 'Whether anything done between deregistration and reinstatement should be validated under s 601AH(3).']

Ratio Decidendi

It was just to order reinstatement because Mr Bertuol was a person aggrieved as a shareholder with an expectation of dividends from retained profits, the company was solvent and profitably carrying on business when deregistered for unpaid review fees, it had moved reasonably promptly, it could pay outstanding ASIC fees if reinstated, no third party appeared likely to be adversely affected, and ASIC did not object. The Court also validated acts done between deregistration and reinstatement.

Court Disposition

Application granted; ASIC ordered to reinstate registration of Piccoli Tesori Pty Ltd subject to conditions, and intervening acts validated.

Orders

  • ['Subject to no application being made by Australian Securities and Investments Commission ("ASIC") by 5 May 2006 to set aside the orders and subject to all outstanding review fees, reinstatement fees and late fees and other fees payable to ASIC in respect of Piccoli Tesori Pty Ltd ("the company") being paid, ASIC...