Re PanBio P/L

[2000] QSC 366

SUPREME COURT OF QUEENSLAND

CITATION:

Re PanBio P/L [2000] QSC 366

PARTIES:

IN THE MATTER of the Corporations Law
and
IN THE MATTER of PANBIO PTY LTD (ACN 010 728 220)

FILE NO/S:

S 8848 of 2000

DIVISION:

Trial Division

PROCEEDING:

Application for abridgment of time

DELIVERED ON:

20 October 2000

DELIVERED AT:

Brisbane

HEARING DATE:

9 October 2000

JUDGE:

Byrne J

ORDER:

Application dismissed.

CATCHWORDS:

CORPORATIONS LAW – SUPERVISION, REGULATION AND CORRECTION – IRREGULARITIES IN PROCEEDINGS – VALIDATING PROVISION – OTHER CASES – conversion of status of company from proprietary to public – application under s1322 Corporations Law to abridge time within which ASIC to register conversion pursuant to s164(4) – whether s1322(4) authorises abridgement of time fixed by s164

Corporations Law, s 164, s 1322(4)

Australasian Memory Pty Ltd v Brien (1998) 45 NSWLR 111, referred to
Re Infomedia Pty Ltd (2000) 34 ASCR 682 followed
Sentron Pty Ltd v. Australian Securities and Investments Commission SCWA COR 253 of 2000, 28/09/00 followed

COUNSEL:

P D McMurdo QC with R P S Jackson for the applicant
K J Bull (sol.) for the Australian Securities and Investments Commission

SOLICITORS:

Corrs Chambers Westgarth for the applicant
Australian Securities and Investments Commission as an interested party

1. PanBio Pty Ltd (“PanBio”), a proprietary company limited by shares, specializes in the manufacture and distribution of kits used in the diagnosis of human diseases.  PanBio wishes to raise $20 million to fund expansion of its business, both domestically and overseas, by listing its shares on the Australian Stock Exchange. And so it must convert to a public company limited by shares. 

1. Part 2B.7 of Chapter 2B of the Corporations Law, which became effective on 1 July 1998, now prescribes the requirements to “change to a company of a different type”.[1]  First, the “company must lodge an application with ASIC”[2] accompanied by the prescribed particulars.[3] Then, by s 164(1) of the Law, to change PanBio’s status:

   [1]s 162(1).

   [2]s 163(1).

   [3]s 163(2)(a), (d).

“ASIC must give notice under subsection (3) that it intends to alter the details of the company’s registration if:

(a)        ASIC is satisfied that:

(i)         the application complies with s 163 …”.

1. By s 164(3):

“The notice that ASIC intends to alter the details of the company’s registration must be:

(a)        included on the ASIC database; and

(b)        published in the Gazette.          

The notice must also state that ASIC will alter the details of the company’s registration 1 month after the notice has been published in the Gazette unless an order by a court or the Administrative Appeals Tribunal prevents it from doing so.”

1. Other material provisions of s 164 are:

“(4) Subject to an order made by a court or the Administrative Appeals Tribunal within that month, after that month has passed ASIC must alter the details of the company’s registration to reflect the company’s new type.
(7) If ASIC alters the details of a company’s registration under subsection (4), a court is not to make…