Matech and Matech & Ors (No 2)

In *Matech and Matech & Ors (No 2)*, Baumann J of the Family Court of Australia considered a dispute concerning the validity of director appointments and the subsequent appointment of a voluntary administrator to a company, F Pty Ltd. The husband, who was disqualified from acting as a director by ASIC, had purported to appoint his adult daughter as a director. The daughter then appointed her grandmother, who in turn appointed a voluntary administrator. The wife was the sole shareholder of F Pty Ltd.

The central legal issues before the Court were the validity of the purported appointments of the daughter and grandmother as directors of F Pty Ltd, and the validity of the subsequent appointment of the voluntary administrator. The Court was required to determine whether these appointments were effective in light of the husband's disqualification and the corporate governance procedures.

Baumann J found that all the appointments were invalid. The reasoning focused on the fact that the husband, being disqualified, lacked the legal capacity to make any valid directorial appointments. Consequently, any subsequent appointments made by individuals who derived their authority from the husband's invalid actions were also deemed invalid. The Court declared the appointments of Ms V Matech and Ms Y Matech as directors, and Mr X as Voluntary Administrator, to be invalid. The Court also ordered Mr Matech and Ms V Matech to pay the applicants' costs. The determination of further orders sought in the application was adjourned, and Mr X and Ms V Matech were excused from participating in that determination.