In the matter of Passportcard Australia Holdings Pty Ltd [2024] NSWSC 1479

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Passportcard Australia Holdings Pty Ltd [2024] NSWSC 1479 Hearing dates: 7 November 2024 Date of orders: 7 November 2024 Decision date: 07 November 2024 Jurisdiction: Equity - Corporations List Before: Black J Decision: Orders for rectification of the register kept by the Australian Securities and Investments Commission in respect of the Plaintiff and for validation of the registration of the Plaintiff. Catchwords: CORPORATIONS – Shares – Rectification of share register – Application for rectification of register kept by Australian Securities and Investments Commission incorrectly value of ordinary shares issued on incorporation of Plaintiff – Where incorrect information given as to value of shares – Whether order for rectification of register should be made – Whether order validating registration of company should be made. Legislation Cited: Corporations Act 2001 (Cth), ss 117(2)(k), 1322(4) Cases Cited: - Re ABI Australia Holdings Pty Ltd [2017] NSWSC 1822 - Re Macquarie Americas Holdings Pty Ltd [2015] NSWSC 2073 Category: Principal judgment Parties: Passportcard Australia Holdings Pty Ltd (Plaintiff) Representation: Counsel: B Koch/S Powrie (Plaintiff)

Solicitors: Lander and Rogers (Plaintiff) File Number(s): 2024/373239

Judgment – ex tempore (Revised 18 November 2024)

Nature of the application 1. By Amended Originating Process filed on 5 November 2024, the Plaintiff, Passportcard Australia Holdings Pty Ltd ("Company"), seeks relief under s 1322(4) of the Corporations Act 2001 (Cth) ("Act") in respect of two matters which arose at the point of its incorporation. 2. The Company is a subsidiary of an English company, Passportcard Ltd ("Passportcard UK"). By inadvertence in the circumstances which emerge below, Passportcard UK was issued and allotted one thousand ordinary shares at $1 per share in the Company, giving rise to a total share capital of $1000, when it was intended that it be issued one thousand ordinary shares at $0.001 per share, giving rise to a total share capital of $1. The difference is commercially significant, for reasons that emerge below. A question has also arisen, of a somewhat technical character, as to whether an application for issue of the shares had been completed prior to the registration of the Company. That question appears to arise in circumstances that there is no doubt that that application was in fact completed, and may turn upon the question when the Australian Securities and Investments Commission ("ASIC") treats the Company as having been registered at a point of time during a day.