In the matter of Bremick Pty Ltd [2021] NSWSC 533

In the matter of Bremick Pty Ltd [2021] NSWSC 533

The Court extended time and granted relief because Bremick was eligible for the grandfathered proprietary company exemption, its failure to lodge the notice was inadvertent, the relevant persons acted honestly, Bremick acted promptly after ASIC advised it had no record of Form 373, ASIC did not oppose the application, and no substantial injustice had been or was likely to be caused to any person by preserving the position Bremick would have had if the notice had been lodged in 1995.

Jurisdiction
Australia
Judgment Date
18 May 2021
Procedural Posture
Application Under S 1322(4) of the Corporations Act 2001 (cth) / Principal Judgment After Orders Made on 5 May 2021
Outcome
Orders made pursuant to s 1322 of the Corporations Act 2001 (Cth).
Legal Topics
['financial Reporting Obligations' 'grandfathered Proprietary Company Exemption' 'extension of Time to Lodge Notice With Asic' 'relief From Civil Liability for Directors and Officers']
['corporations Law'] ['financial Reporting Obligations' 'grandfathered Proprietary Company Exemption' 'extension of Time to Lodge Notice With Asic' 'relief From Civil Liability for Directors and Officers']

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Procedural Posture

Application Under S 1322(4) of the Corporations Act 2001 (cth) / Principal Judgment After Orders Made on 5 May 2021

Legal Issues

  1. 1 ['Whether the time for Bremick Pty Ltd to lodge with ASIC a notice seeking the application of s 317B(3) of the former Corporations Law should be extended under s 1322(4) of the Corporations Act 2001 (Cth).' 'Whether Bremick Pty Ltd and its current and former directors and officers should be relieved from civil liability in respect of any failure to lodge Form 373 and financial accounts with ASIC.' 'Whether the Court was satisfied that the relevant persons acted honestly and that no substantial injustice had been or was likely to be caused to any person.']

Ratio Decidendi

The Court extended time and granted relief because Bremick was eligible for the grandfathered proprietary company exemption, its failure to lodge the notice was inadvertent, the relevant persons acted honestly, Bremick acted promptly after ASIC advised it had no record of Form 373, ASIC did not oppose the application, and no substantial injustice had been or was likely to be caused to any person by preserving the position Bremick would have had if the notice had been lodged in 1995.

Court Disposition

Orders made pursuant to s 1322 of the Corporations Act 2001 (Cth).

Orders

  • ['The time for Bremick Pty Ltd to lodge with ASIC a notice to cause the application of s 317B(3) of the Corporations Law, as previously in force, was extended to seven days after the date of the order.' 'Bremick Pty Ltd and its current and former directors and officers were relieved from civil liability in respect...