CBL CORPORATION LIMITED (IN LIQUIDATION) Re [2019] NZHC 1068

CBL CORPORATION LIMITED (IN LIQUIDATION) Re [2019] NZHC 1068

Given affidavit evidence that sending statutory reports to a substantial number of shareholders would cause unreasonable expense and that publication on the liquidator's website together with providing copies to the Registrar is a responsible and efficient alternative, the Court granted orders modifying the requirements of ss 255 and 257 to permit website publication and filing with the Registrar as satisfying the notification requirements.

Citation
[2019] NZHC 1068
Parties
Company (in Liquidation): CBL Corporation Limited (In Liquidation); Liquidator, Applicant: Neale Jackson; Liquidator, Applicant: Brendon James Gibson
Court
High Court
Jurisdiction
New Zealand
Judgment Date
15 May 2019
Procedural Posture
Companies Act 1993 Application Under Part 19 High Court Rules / Application Without Notice, Hearing on the Papers
Outcome
Application granted; orders made modifying ss 255 and 257 of the Companies Act 1993
Legal Topics
Modification of Statutory Notice Requirements, Liquidators' Duties, Service and Publication of Statutory Reports, Court Orders Under Companies Act
Company Law Insolvency Civil Procedure Modification of Statutory Notice Requirements Liquidators' Duties Service and Publication of Statutory Reports Court Orders Under Companies Act

Case Brief

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Parties

CBL Corporation Limited (In Liquidation)

Company (in Liquidation)

Neale Jackson

Liquidator, Applicant

Brendon James Gibson

Liquidator, Applicant

Procedural Posture

Companies Act 1993 Application Under Part 19 High Court Rules / Application Without Notice, Hearing on the Papers

Legal Issues

  1. 1 Whether the Court should modify the Companies Act requirements in ss 255 and 257 to relieve the liquidators of the obligation to send statutory reports to shareholders personally or by post
  2. 2 Whether publication of the documents on a liquidator's website combined with filing copies with the Registrar suffices to satisfy ss 255 and 257
  3. 3 Whether the proposed alternative is reasonable given the company's financial position and volume of shareholders

Ratio Decidendi

Given affidavit evidence that sending statutory reports to a substantial number of shareholders would cause unreasonable expense and that publication on the liquidator's website together with providing copies to the Registrar is a responsible and efficient alternative, the Court granted orders modifying the requirements of ss 255 and 257 to permit website publication and filing with the Registrar as satisfying the notification requirements.

Court Disposition

Application granted; orders made modifying ss 255 and 257 of the Companies Act 1993

Orders

  • Orders modifying the requirement under s 255(2)(c) and s 255(2)(d) to permit the liquidators to satisfy their obligations by posting the documents on KordaMentha's website (www.kordamentha.com) and by sending copies to the Registrar of Companies
  • Order pursuant to s 257(2)(b) modifying s 257(1) so that documents referred to in s 257(1)(a) may be provided by posting on KordaMentha's website and by sending copies to the Registrar of Companies