In the matter of Rocha Pty Ltd (Deregistered)

The case of Rocha Pty Ltd (Deregistered) involved a company that had been struck off under the New South Wales Companies Act 1961, and the subsequent legal dispute over its dissolution. The New South Wales Supreme Court was tasked with determining whether the company could be reinstated under the Corporations Act 2001 (Cth) or if any jurisdiction remained under the repealed Companies Act 1961. The court was also asked to decide if a revesting order was necessary if the dissolution was declared void.

The court examined whether the transitional provisions of the 2001 Corporations Act could apply to companies dissolved under pre-1989 legislation, as suggested in earlier cases. The court considered the applicability of section 1378(1) of the 2001 Act, which deals with the registration of companies under the "old Corporations Law," and found that it did not apply to Rocha Pty Ltd as it had not been registered under the 1990 Corporations Law of New South Wales. The prevailing view, as explained in Tan v ASIC, was that the 2001 Act does not apply to such entities, and that the court and ASIC could not reinstate the registration under section 601AH of the 2001 Act. The court further noted that an order under section 601AH(1) of the 2001 Act, which would reinstate the registration of the company, was inappropriate and unavailable.

The court concluded that the jurisdiction under the 2001 Corporations Act was not available to reinstate the registration of Rocha Pty Ltd. Furthermore, the court held that a revesting order was not required if the dissolution was declared void. The court found that the voidness of the dissolution flowed directly from the making of the order, rather than from any subsequent step to be taken by ASIC.

The court made no order for reinstatement of the registration of Rocha Pty Ltd under the Corporations Act 2001 (Cth). The court also held that a revesting order was not required if the dissolution was declared void, as the voidness flowed from the making of the order itself.