Ramadan v ACN 098 408 176 Pty Ltd & Anor (No 2)

This matter concerned an appeal from a decision of the primary judge regarding the restoration of a defunct company to the register. The appellant, Mr Ramadan, sought to have ACN 098 408 176 Pty Ltd (the Company) reinstated to the register, which had been dissolved following its deregistration. The appeal was heard by the Full Court of the Supreme Court of South Australia.

The central legal issues before the Full Court were whether the primary judge erred in refusing to make an order for the unconditional reinstatement of the Company to the register, and whether the primary judge had the power to make such an order. The Court also considered whether it was appropriate to grant leave to raise new points on appeal that had not been taken before the primary judge.

The Full Court determined that the primary judge had correctly exercised their discretion in refusing an unconditional reinstatement. Their Honours reasoned that the power to restore a company to the register under s 601AH of the Corporations Act 2001 (Cth) was discretionary and that the primary judge was entitled to consider the circumstances of the case, including the reasons for the deregistration and the potential prejudice to third parties. The Court also held that it was appropriate to grant leave to raise new points on appeal, as these points were of public importance and related to the proper construction of the Corporations Act.

Ultimately, the Full Court varied the primary judge's order, allowing the Company to be reinstated to the register, but subject to certain conditions designed to protect the interests of creditors and other stakeholders. The appeal was therefore allowed in part.