In the matter of Auzhair Supplies Pty Ltd (a deregistered company) and Auzhair 1 Pty Ltd - Greenaway v Auzhair 1 Pty Ltd [2010] NSWSC 1339

Reported Decision : 80 ACSR 538

New South Wales Supreme Court

CITATION : In the matter of Auzhair Supplies Pty Ltd (a deregistered company) and Auzhair 1 Pty Ltd - Greenaway v Auzhair 1 Pty Ltd [2010] NSWSC 1339

HEARING DATE(S) : 10 November 2010

JUDGMENT DATE : 19 November 2010

JURISDICTION : Equity

JUDGMENT OF : Ward J

Re Auzhair Supplies Pty Ltd Plaintiffs' claim for reinstatement of deregistered company and for appointment of liquidator to wind up company on reinstatement upheld. DECISION : Re Auzhair 1 Pty Ltd Plaintiffs' claim to rectify register of first defendant to restore their names as shareholders upheld. Breach of s 232 Corporations Act. Compulsory Purchase order to be made. Orders for valuation of shares and costs orders to be made after Counsels' submissions.

CATCHWORDS : CORPORATIONS - application for reinstatement of company by plaintiffs aggrieved by de-registration due to outstanding liabilities owed under loan agreement with the company - application for appointment of liquidator to wind up company on its reinstatement - separate application for rectification of register of first defendant to reinstate plaintiffs on register as shareholders - plaintiffs removed from register without notification (and where no compliance with Corporations Act requirement) - whether plaintiffs thereby unfairly prejudiced or oppressed - HELD - reinstatement of debtor company ordered - company to be wound up upon reinstatement - liquidator appointed - rectification of share register of first defendant ordered - compulsory purchase re plaintiffs' shares - EVIDENCE - where onus of establishing consent or lack of consent to share cancellation lies on application for rectification of register