In the matter of Lisap Cosmetics Australia Pty Ltd

The case of Lisap Cosmetics Australia Pty Ltd involved an application to validate an application for winding up under section 1322 of the Corporations Act 2001. The dispute arose as the resolution to apply for winding up was passed by only one director, while the company's constitution required resolutions to be passed by two directors. The company had only one director at the time of the resolution, leading to the question of whether the application could be validated under section 1322(4)(a) of the Act.

The primary legal issues before the court were whether the application could be validated given the constitutional requirement for two directors to pass resolutions, and whether the power under section 1322(4)(a) should be exercised to validate the application. The court had to consider the principles of just and equitable action in the context of corporate governance and statutory compliance.

The court reasoned that, given the unique circumstances where the company was left with only one director, it was just and equitable to validate the application for winding up. The court found that exercising the power under section 1322(4)(a) was appropriate in this case to ensure that the company could proceed with the winding up process despite the procedural irregularity. The court concluded that the application could be validated, allowing the winding up process to continue.

The final orders of the court validated the application for winding up under section 1322(4)(a) of the Corporations Act, enabling the company to proceed with the winding up process. This decision highlights the court's willingness to consider equitable principles in exceptional circumstances to ensure the proper functioning of corporate governance.