In the matter of Vaucluse 29 Pty Ltd; Bayview 66 Pty Ltd; One Lake Macquarie Pty Ltd; Point Piper One Pty Ltd [2023] NSWSC 631

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Vaucluse 29 Pty Ltd; Bayview 66 Pty Ltd; One Lake Macquarie Pty Ltd; Point Piper One Pty Ltd [2023] NSWSC 631 Hearing dates: 8 June 2023 Date of orders: 8 June 2023 Decision date: 08 June 2023 Jurisdiction: Equity - Corporations List Before: Black J Decision: Declarations made that the purported cancellation, issue and transfer of shares is void, ordered that the share register for each company be established and rectified, the three companies in provisional liquidation be wound up and the First Defendant pay the costs of the proceedings. Catchwords: CORPORATIONS – Members' rights and remedies – Register - Where no evidence that companies maintained registers of members – Whether the Court can make a declaration that the purported transfer and issue of shares are void and of no effect – Whether Court can order that the companies' register of members be established and rectified CORPORATIONS — Members' rights and remedies — Whether winding up on just and equitable grounds should be ordered Legislation Cited: Corporations Act 2001 (Cth), ss 231-233, 247A, 1071B, 468A, 1322, 461(k) Cases Cited: - Australian Securities and Investments Commission v Planet Platinum (prof liq apptd) [2015] VSC 682 - Re Embedded Claims Pty Ltd [2021] NSWSC 969 - Re Centura Global Holdings Pty Ltd (2016) 111 ACSR 185; [2016] NSWSC 62 - Re Hillsea Pty Ltd [2017] NSWSC 1870 - Re Medical Training & Development Pty Ltd [2021] NSWSC 981 - Re Seabay Kitchen Pty Ltd [2019] NSWSC 790 Category: Principal judgment Parties: Meihong Yang (Plaintiff) Changjin Li (First Defendant) Vaucluse 29 Pty Ltd (Second Defendant) Bayview 66 Pty Ltd (Third Defendant) One Lake Macquarie Pty Ltd (Fourth Defendant) Point Piper One Pty Ltd (Fifth Defendant) Kingland AC Pty Ltd (Sixth Defendant) Zhirou Li (Seventh Defendant) Australian Securities and Investments Pty Ltd (Eighth Defendant) Representation: Counsel: R D Marshall SC (Plaintiff) C B Sadler (Solicitor) First Defendant) E A Walker (Second, Third, Fourth Defendants)