ACN 078 272 867 Pty Limited (In liquidation) (Formerly Advance Finances Pty Limited) v Deputy Commissioner of Taxation

The applicant, ACN 078 272 867 Pty Limited (in liquidation) (formerly Advance Finances Pty Limited), and its former director sought writs of certiorari, mandamus, and prohibition from the High Court of Australia. The dispute concerned winding-up orders made by the Federal Court of Australia in relation to companies that had been deregistered under the *Corporations Act 2001* (Cth). The applicants challenged the Federal Court's jurisdiction to make these winding-up orders and argued that the court had effectively wound up deregistered companies.

The central legal issues before the High Court were whether the Federal Court possessed the jurisdiction to wind up companies that had been deregistered, and whether the orders made by the Federal Court, which reinstated the companies to the register and thereupon wound them up, were valid. Specifically, the court considered whether the reinstatement of the companies under s 601AH(2) of the *Corporations Act* meant they came back into existence in the same form as they were prior to deregistration, and whether the winding-up orders were intended to take effect from the date of reinstatement. Furthermore, the court examined whether the companies were afforded procedural fairness, meaning they should have had an opportunity to be heard before the winding-up orders were made, and whether any such lack of opportunity constituted unfairness in substance or could have altered the outcome.

Heydon J dismissed the applications, finding that the Federal Court had jurisdiction to make the winding-up orders. His Honour reasoned that s 601AH(5) of the *Corporations Act* does not require a company, upon reregistration, to return to the exact state it was in before deregistration. The court held that the Federal Court's power to reinstate and then wind up a company was a valid exercise of its jurisdiction. Regarding procedural fairness, the court determined that even if there was a technical lack of opportunity to be heard, it did not amount to unfairness in substance, as such an opportunity would not have made a difference to the outcome of the winding-up orders.

Consequently, in each matter, the application was dismissed. The plaintiff in S210/2011 was ordered to pay the costs of the first defendant in both S210/2011 and S167/2011.