In the matter of LISAP Cosmetics Australia Pty Ltd [2019] NSWSC 205

In the matter of LISAP Cosmetics Australia Pty Ltd [2019] NSWSC 205

It is just and equitable to validate the Plaintiff's winding up application despite being authorised by only one director, as there was no practical means to satisfy quorum and the sole shareholder has approved the winding up. There is no substantial injustice, and the application of s 1322 is supported by authority. The winding up order is appropriate due to the company's inquorate board, solvency concerns, lack of access to books, and support from sole director/shareholder.

Jurisdiction
Australia
Judgment Date
23 January 2019
Procedural Posture
Application for Winding Up Corporations / Final Determination
Outcome
Orders made as sought for validation, dispensing with publication, winding up, appointment of liquidator, and costs.
Legal Topics
['winding Up' 'validity of Application' 'quorum Requirements' 'appointment of Liquidator' 'costs in Liquidation']
['corporations Law' 'equity'] ['winding Up' 'validity of Application' 'quorum Requirements' 'appointment of Liquidator' 'costs in Liquidation']

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 Winding Up Corporations / Final Determination

Legal Issues

  1. 1 ['Whether a winding up application authorised by only one director is invalid under the Corporations Act 2001 (Cth) and company constitution' 'Whether the Court should exercise its power under s 1322(4)(a) to validate the application' 'Whether advertising and publication requirements should be dispensed with' 'Whether it is just and equitable to wind up the company']

Ratio Decidendi

It is just and equitable to validate the Plaintiff's winding up application despite being authorised by only one director, as there was no practical means to satisfy quorum and the sole shareholder has approved the winding up. There is no substantial injustice, and the application of s 1322 is supported by authority. The winding up order is appropriate due to the company's inquorate board, solvency concerns, lack of access to books, and support from sole director/shareholder.

Court Disposition

Orders made as sought for validation, dispensing with publication, winding up, appointment of liquidator, and costs.

Orders

  • ["Declared that Plaintiff's prior application for winding up order and appointment of liquidator not invalid by reason of authorisation by only one director." 'Advertising and publication requirements dispensed with.' 'Lisap Cosmetics Australia Pty Ltd be wound up.' 'Mr Granger appointed as liquidator; consent to...