In the matter of Auzhair Supplies Pty Ltd (a deregistered company) and Auzhair 1 Pty Ltd - Greenaway v Auzhair 1 Pty Ltd [2010] NSWSC 1339

In the matter of Auzhair Supplies Pty Ltd (a deregistered company) and Auzhair 1 Pty Ltd - Greenaway v Auzhair 1 Pty Ltd [2010] NSWSC 1339

The Greenaways were creditors entitled to reinstatement and winding up of Auzhair Supplies Pty Ltd, and were shareholders of Auzhair 1 Pty Ltd whose removal from the share register was effected without authority or notification, amounting to a breach of s 232 Corporations Act. Consequently, rectification of the share register and a compulsory purchase order for their shares is proper.

Jurisdiction
Australia
Judgment Date
19 November 2010
Procedural Posture
Equity Proceedings / Final Judgment
Outcome
Plaintiffs' claims upheld. Company reinstated and wound up. Share register rectified. Compulsory purchase order granted. Orders for costs and valuation to be made after submissions.
Legal Topics
['reinstatement of Deregistered Company' 'winding Up in Insolvency' 'rectification of Share Register' 'oppression Remedy' 'shareholder Rights']
['corporations Law' 'equity'] ['reinstatement of Deregistered Company' 'winding Up in Insolvency' 'rectification of Share Register' 'oppression Remedy' 'shareholder Rights']

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Procedural Posture

Equity Proceedings / Final Judgment

Legal Issues

  1. 1 ['Whether Auzhair Supplies Pty Ltd should be reinstated and wound up in insolvency' 'Whether the Greenaways are entitled to rectification of the share register in Auzhair 1 Pty Ltd' "Whether forfeiture of Greenaways' shares in Auzhair 1 Pty Ltd was lawful and authorised" 'Whether conduct towards Greenaways was oppressive or unfair within the meaning of s 232 Corporations Act']

Ratio Decidendi

The Greenaways were creditors entitled to reinstatement and winding up of Auzhair Supplies Pty Ltd, and were shareholders of Auzhair 1 Pty Ltd whose removal from the share register was effected without authority or notification, amounting to a breach of s 232 Corporations Act. Consequently, rectification of the share register and a compulsory purchase order for their shares is proper.

Court Disposition

Plaintiffs' claims upheld. Company reinstated and wound up. Share register rectified. Compulsory purchase order granted. Orders for costs and valuation to be made after submissions.

Orders

  • ['Order pursuant to s 601AH(2) Corporations Act 2001 (Cth) for ASIC to reinstate Auzhair Supplies Pty Ltd.' 'Order that, on reinstatement, Auzhair Supplies Pty Ltd be wound up in insolvency.' 'Order appointing Murray Roderick Godfrey as official liquidator of Auzhair Supplies Pty Ltd on reinstatement.' 'Declaration...