Danich Pty Ltd re Cenco Holdings Pty Ltd [2005] NSWSC 293

Danich Pty Ltd re Cenco Holdings Pty Ltd [2005] NSWSC 293

Although the Court had jurisdiction under s.601AH to order reinstatement, Danich Pty Ltd was not a person aggrieved by Cenco Holdings Pty Limited's deregistration. Danich's equitable interests as a unitholder in the Centrelease Trust were not deprived, diminished or rendered unenforceable by the deregistration because the trust property vested in ASIC subject to existing trusts and interests, and a new trustee could be appointed with appropriate vesting orders. Cenco's existence was not essential to Danich obtaining or protecting its rights. Accordingly the statutory basis for reinstatement was not satisfied, and reinstatement was refused.

Jurisdiction
Australia
Judgment Date
08 April 2005
Procedural Posture
Application Under S.601 AH of the Corporations Act 2001 (cth) for an Order Directing ASIC to Reinstate the Registration of a Deregistered Company / Judgment on Originating Process and Interlocutory Process
Outcome
Order directing reinstatement of registration refused; originating process and interlocutory process dismissed.
Legal Topics
['reinstatement of Registration After Deregistration' 'transitional Provisions for Deregistration Under Pre 1998 Corporations Law' 'deregistered Trustee Company' 'vesting of Trust Property in Asic' 'person Aggrieved by Deregistration' 'appointment of New Trustee']
['corporations' 'trusts' 'equity'] ['reinstatement of Registration After Deregistration' 'transitional Provisions for Deregistration Under Pre 1998 Corporations Law' 'deregistered Trustee Company' 'vesting of Trust Property in Asic' 'person Aggrieved by Deregistration' 'appointment of New Trustee']

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Procedural Posture

Application Under S.601 AH of the Corporations Act 2001 (cth) for an Order Directing ASIC to Reinstate the Registration of a Deregistered Company / Judgment on Originating Process and Interlocutory Process

Legal Issues

  1. 1 ['Whether s.601AH of the Corporations Act 2001 (Cth) gave the Court jurisdiction to reinstate a company deregistered in 1996 under s.574 of the Corporations Law.' 'Whether Cenco Holdings Pty Limited had ceased to be trustee of the Centrelease Trust before deregistration because a receiver had been appointed.' 'Whether Danich Pty Ltd was a person aggrieved by the deregistration of Cenco Holdings Pty Limited.' "Whether it was just that Cenco Holdings Pty Limited's registration be reinstated."]

Ratio Decidendi

Although the Court had jurisdiction under s.601AH to order reinstatement, Danich Pty Ltd was not a person aggrieved by Cenco Holdings Pty Limited's deregistration. Danich's equitable interests as a unitholder in the Centrelease Trust were not deprived, diminished or rendered unenforceable by the deregistration because the trust property vested in ASIC subject to existing trusts and interests, and a new trustee could be appointed with appropriate vesting orders. Cenco's existence was not essential to Danich obtaining or protecting its rights. Accordingly the statutory basis for reinstatement was not satisfied, and reinstatement was refused.

Court Disposition

Order directing reinstatement of registration refused; originating process and interlocutory process dismissed.

Orders

  • ['The originating process of Danich Pty Ltd is dismissed.' 'The interlocutory process of ARM Rental Finance Pty Ltd is dismissed.']