Re Llenruk Pty Limited; Sim v Australian Securities and Investments Commission and Ors [2013] NSWSC 1430

Re Llenruk Pty Limited; Sim v Australian Securities and Investments Commission and Ors [2013] NSWSC 1430

The plaintiff qualifies as a 'person aggrieved' because there is a reasonable possibility, if the company succeeds in future litigation against the second defendant, of surplus assets benefiting him as shareholder. Despite voluntary deregistration, the emergence of new facts about the second defendant's means justifies reinstatement as it is just in the circumstances. Objections about prejudice do not outweigh the interests of justice here.

Parties
Plaintiff: Colin Sim; First Defendant: Australian Securities and Investments Commission; Second Defendant: Paul Douglas Williams; Third Defendant: Shane Barr
Jurisdiction
Australia
Judgment Date
24 September 2013
Procedural Posture
Application / Judgment/order on Application for Reinstatement of Deregistered Company
Outcome
Application granted: order for reinstatement of deregistered company, with ancillary orders.
Legal Topics
Company Deregistration, Company Reinstatement, Standing to Apply for Reinstatement, Discretion to Reinstate, Prejudice From Reinstatement
Corporations Law Equity Company Deregistration Company Reinstatement Standing to Apply for Reinstatement Discretion to Reinstate Prejudice From Reinstatement

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Parties

Colin Sim

Plaintiff

Australian Securities and Investments Commission

First Defendant

Paul Douglas Williams

Second Defendant

Shane Barr

Third Defendant

Procedural Posture

Application / Judgment/order on Application for Reinstatement of Deregistered Company

Legal Issues

  1. 1 Whether the plaintiff is a 'person aggrieved' under s 601AH(2)(a)(i) of the Corporations Act 2001 (Cth)
  2. 2 Whether it is just to reinstate the registration of the company under s 601AH(2)(b)

Ratio Decidendi

The plaintiff qualifies as a 'person aggrieved' because there is a reasonable possibility, if the company succeeds in future litigation against the second defendant, of surplus assets benefiting him as shareholder. Despite voluntary deregistration, the emergence of new facts about the second defendant's means justifies reinstatement as it is just in the circumstances. Objections about prejudice do not outweigh the interests of justice here.

Court Disposition

Application granted: order for reinstatement of deregistered company, with ancillary orders.

Orders

  • Order (pursuant to s 601AH(2) of the Corporations Act 2001 (Cth)) that ASIC reinstate the registration of Llenruk Pty Limited ACN 127 748 949.
  • Order (pursuant to s 601AH(3)(b)) that the plaintiff notify the third defendant of these orders.