Prechelt, in the matter of Hillcrest Pty Ltd v Hillcrest Pty Ltd (No 2) [2017] NFSC 3

SUPREME COURT OF NORFOLK ISLAND

Prechelt, in the matter of Hillcrest Pty Ltd v Hillcrest Pty Ltd (No 2) [2017] NFSC 3 File number: SC 3 of 2016

Judge: BESANKO CJ

Date of judgment: 31 May 2017

Catchwords: CORPORATIONS – consideration of an application for an order winding up the company under s 467 of the Companies Act 1985 (Norfolk Island) – whether Court should exercise its discretion against making a winding up order – where company opposes the application for winding up – where opposition based solely on potential exposure to the costs of a liquidator – where the company has suspended its business for 12 consecutive months or more – where there is no reasonable prospect of the company carrying on business again – where there is unlikely to be any property available for distribution among the shareholders – where there is a public interest in winding up a company which is no longer trading and has no prospect of trading in the future – where allegation that directors have acted in the affairs of the company in their own interests and in a manner unfairly prejudicial to certain members – where company has an arguable cause of action against one of its officers – where delay is not a significant factor in the circumstances – where company has significant liability to one of its directors – where director has no present intention to seek repayment of the debt – where company unable to pay its debts.

Legislation: Companies Act 1985 (Norfolk Island) ss 405, 467, 468, 471, 474, 560 Corporations Act 2001 (Cth) s 1367A Corporations Regulations 2001 (Cth) reg 5.6.75 Court Procedure Rules 2006 (ACT), Schedule 6 Corporations Rules rr 1.8, 5.6 Supreme Court Act 1960 (Norfolk Island) s 19