Re Cloudzillr Pty Ltd (in liq) ACN 158 431 148

The case before the court involved a dispute over the membership of Cloudzillr Pty Ltd, a company that was in the process of being wound up. The applicants, who were appointed liquidators, sought to have it declared that the meeting of the company's members held on 5 May 2016 was validly called and that the company was voluntarily wound up. The respondent, who claimed to be the holder of all the shares in the company, argued that the persons who voted at the meeting were not members of the company and were therefore not entitled to vote. The respondent also argued that the resolution passed at the meeting was invalid due to procedural irregularities.

The legal issues before the court were whether the respondent was a member of the company and whether the persons who voted at the meeting were members and entitled to vote. The court had to determine whether the meeting was validly called, whether the resolution passed at the meeting was valid, and whether the respondent was a member of the company.

The court held that the meeting of the members of Cloudzillr Pty Ltd was validly called and that the resolution passed at the meeting was valid. The court found that the members of the company on registration were the persons identified in the application for registration and that each of those persons was entitled to vote in support of the resolutions passed on 5 May 2016. The court also held that the respondent was not a member of the company and that the persons who voted at the meeting were members and entitled to vote.

The orders of the court were that the meeting of the members of Cloudzillr Pty Ltd held on 5 May 2016 was validly called, that the company was voluntarily wound up by the special resolution passed by the members on that day, and that the applicants were appointed as liquidators of the company by the ordinary resolution passed by the members on that day. The costs of and incidental to the application brought by the applicants were to be the applicants' costs in the liquidation, and the cross application was dismissed. The respondent was ordered to pay the applicants' costs of and incidental to the cross application to be assessed on the standard basis.