In the matter of Seabay Kitchen Pty Ltd [2019] NSWSC 790

In the matter of Seabay Kitchen Pty Ltd [2019] NSWSC 790

Because there was no proper instrument of transfer, resignation, removal, appointment, resolution, or other corporate process supporting the Forms 484 lodged by Mr Shu, the recorded changes to Seabay Kitchen Pty Ltd's shareholding, directors, secretary, registered office and principal place of business were ineffective. The ASIC registers contained incorrect information and should be rectified under s 1322(4)(b), and injunctive relief under s 1324 was warranted to prevent repeated unsupported lodgements.

Jurisdiction
Australia
Judgment Date
21 June 2019
Procedural Posture
Application for Rectification of Records Maintained by ASIC and Injunctive Relief / Principal Judgment; Ex Tempore Judgment
Outcome
Orders made withdrawing specified Forms 484 from ASIC registers, restraining the Second Defendant from causing specified ASIC lodgements without valid underlying corporate authority, requiring the Second Defendant to pay the Plaintiff's costs, and requiring the judgment to be sent to ASIC Enforcement Division and...
Legal Topics
['rectification of ASIC Registers' 'forms 484' 'transfer of Shares' 'appointment and Removal of Directors and Secretaries' 'injunctive Relief Under the Corporations Act 2001 (cth)' 'bankruptcy Related Factual Background']
['corporations' 'equity'] ['rectification of ASIC Registers' 'forms 484' 'transfer of Shares' 'appointment and Removal of Directors and Secretaries' 'injunctive Relief Under the Corporations Act 2001 (cth)' 'bankruptcy Related Factual Background']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Application for Rectification of Records Maintained by ASIC and Injunctive Relief / Principal Judgment; Ex Tempore Judgment

Legal Issues

  1. 1 ["Whether Forms 484 lodged with ASIC recording changes to Seabay Kitchen Pty Ltd's shareholders, directors, secretary, registered office and principal place of business were supported by valid corporate steps." 'Whether the Court should order rectification of ASIC registers under s 1322(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the Second Defendant should be restrained from causing further ASIC lodgements without underlying valid corporate acts.']

Ratio Decidendi

Because there was no proper instrument of transfer, resignation, removal, appointment, resolution, or other corporate process supporting the Forms 484 lodged by Mr Shu, the recorded changes to Seabay Kitchen Pty Ltd's shareholding, directors, secretary, registered office and principal place of business were ineffective. The ASIC registers contained incorrect information and should be rectified under s 1322(4)(b), and injunctive relief under s 1324 was warranted to prevent repeated unsupported lodgements.

Court Disposition

Orders made withdrawing specified Forms 484 from ASIC registers, restraining the Second Defendant from causing specified ASIC lodgements without valid underlying corporate authority, requiring the Second Defendant to pay the Plaintiff's costs, and requiring the judgment to be sent to ASIC Enforcement Division and...

Orders

  • ['Pursuant to s 1322(4)(b) of the Corporations Act 2001 (Cth), the form 484s lodged with ASIC with document numbers 7EAL13393 and 7EAL17893 be withdrawn from the registers kept by ASIC under the Corporations Act and not appear on the public view.' 'The Second Defendant be restrained from causing the lodgement with...