St George Bank Ltd [2007] NSWSC 134

St George Bank Ltd [2007] NSWSC 134

Because SGEF was solvent and had no creditors, the sole shareholder and liquidator wished to halt a members' voluntary winding up initiated only for administrative convenience, and SGEF remained needed for possible proceedings concerning equitably assigned receivables, there was no creditor or public interest reason to refuse the sole member's wish; the Court therefore exercised the s.482 power as imported by s.511(1)(b) to terminate the winding up.

Jurisdiction
Australia
Judgment Date
26 February 2007
Procedural Posture
Application Under Corporations Act 2001 (cth), S.511(1)(b) Seeking Termination of a Members' Voluntary Winding Up Via S.482 / Final Determination of Application; Ex Tempore Judgment
Outcome
Winding up terminated.
Legal Topics
["members' Voluntary Winding Up" 'termination of Winding Up' 'court Powers in Voluntary Winding Up' 'liquidator and Contributory Standing' "solvency and Creditors' Interests"]
['corporations Law'] ["members' Voluntary Winding Up" 'termination of Winding Up' 'court Powers in Voluntary Winding Up' 'liquidator and Contributory Standing' "solvency and Creditors' Interests"]

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Procedural Posture

Application Under Corporations Act 2001 (cth), S.511(1)(b) Seeking Termination of a Members' Voluntary Winding Up Via S.482 / Final Determination of Application; Ex Tempore Judgment

Legal Issues

  1. 1 ["Whether the Court had power under Corporations Act 2001 (Cth), s.511(1)(b) to make an order under s.482 terminating a members' voluntary winding up." 'Whether the Bank and Mr Smith were competent applicants for termination of the winding up.' 'Whether the winding up of SGEF should be terminated where the company was solvent, had no creditors, and was needed to lend its name to future proceedings concerning assigned receivables.']

Ratio Decidendi

Because SGEF was solvent and had no creditors, the sole shareholder and liquidator wished to halt a members' voluntary winding up initiated only for administrative convenience, and SGEF remained needed for possible proceedings concerning equitably assigned receivables, there was no creditor or public interest reason to refuse the sole member's wish; the Court therefore exercised the s.482 power as imported by s.511(1)(b) to terminate the winding up.

Court Disposition

Winding up terminated.

Orders

  • ['The winding up of St George Equity Finance Pty Limited ACN 060 017 923 be terminated this day 26 February 2007.' 'The order may be taken out forthwith.']