Andrews re Pink Foods Pty Limited [2011] NSWSC 332

Supreme Court New South Wales

Medium Neutral Citation: Andrews re Pink Foods Pty Limited [2011] NSWSC 332 Hearing dates: 18 April 2011 Decision date: 18 April 2011 Jurisdiction: Equity Division - Corporations List Before: Justice Barrett Decision: 1. Order pursuant to s 601AH(2) that Australian Securities and Investments Commission reinstate the registration of Pink Foods Pty Limited ACN 126 662 459. 2. Order pursuant to s 601AH(3) of the Corporations Act that if before the registration is reinstated by Australian Securities and Investments Commission the person who was the sole member of Pink Foods Pty Ltd at the time of deregistration and will again be the sole member upon reinstatement takes action to pass a special resolution under s 491(1) of the Corporations Act , being action that would have been valid and effectual had Pink Foods Pty Ltd existed when the action was taken, that action shall upon reinstatement be valid and effectual as and from the time at which it was taken. 3. Order that the plaintiff pay such costs as Australian Securities and Investments Commission may levy in connection with this application. Catchwords: CORPORATIONS - deregistered company - application for order directing reinstatement of registration - director in receipt of penalty notice issued by Commissioner of Taxation - director wishes to see company reinstated and wound up to avoid personal liability - conditions for ordering reinstatement met - sole member may purport to pass resolution for winding up before reinstatement effected - whether court may prospectively validate that action Legislation Cited: Corporations Act 2001 (Cth), ss 491(1), 601AH(2), 601AH(3) Taxation Administration Act 1953 (Cth), Division 269-15 Cases Cited: Application of Stojic [2006] NSWSC 608 Teffaha v Australian Securities and Investments Commission [2010] NSWSC 511 Category: Principal judgment Parties: Stephen Paul Andrews - Plaintiff Representation: Counsel: Mr N W Hogan - Plaintiff Solicitors: Eakin McCaffery Cox File Number(s): 2011/127066