JUDGE:	Hetyey AsJ
WHERE HELD:	Melbourne
DATE OF HEARING:	27 June 2025
DATE OF JUDGMENT:	27 June 2025 (given ex tempore, revised)
CASE MAY BE CITED AS:	Re Sun Sign Pty Ltd
MEDIUM NEUTRAL CITATION:	[2025] VSC 431

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CORPORATIONS – Corporations Act 2001 (Cth) – Pt 5.4A – Sections 461(1)(a) and/or 461(1)(k) – Application for winding up of company by executor of deceased estate of company’s sole director and shareholder – Section 462(2) – Standing to make winding up application – Whether applicant has standing to apply in name of company under s 462(2)(a) – Whether applicant has standing as a contributory under s 462(2)(c) – Re MeyerDouglas Pty Ltd [1965] VR 638 distinguished – Declaration under s 1072E(2) that applicant entitled to be registered as holder of shares – Section 175(1) – Power to order correction of share register of company – Corrective order made – Standing requirement satisfied under s 462(2)(c) – Where company has no directors and no likelihood that any will be appointed – Where company in state of corporate paralysis – Company wound up on just and equitable ground under s 461(1)(k).

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Ms H Hodgins (solicitor)	Hunt & Hunt
For the Defendant	No appearance

TABLE OF CONTENTS

Introduction

Background

Procedural history

Standing to make winding up application under s 462(2) of the Act

Winding up of the company under s 461(1)(a) and/or s 461(1)(k) of the Act

Conclusion

HIS HONOUR:

Introduction

This judgment was delivered on an ex tempore basis on 27 June 2025 and has been edited to correct infelicities of language and to include headings, complete references and citations. The substance of what was said has not been changed.
The plaintiff, Laura Jean Treloar, is the executor of the deceased estate of Thomas Stanbury Raymond (‘deceased’). The deceased was the sole director and shareholder of Sun Sign Pty Ltd (‘company’). The plaintiff seeks to wind up the company pursuant to s 461(1)(a) of the Corporations Act 2001 (Cth) (‘Act’) on the basis that the company has by special resolution resolved that it be wound up by the Court or, alternatively, pursuant to s 461(1)(k) of the Act on the just and equitable ground. However, under s 462(2) of the Act, only certain persons may bring such an application, including the company, a creditor or a contributory. Does the plaintiff executor have standing to apply for the company’s winding up?

Background

The company was incorporated on 9 May 1981 and carried on the business of providing signwriting retail services. On or around 22 September 2022, the late Mr Raymond…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Re Sun Sign Pty Ltd

Details

AGLC: Re Sun Sign Pty Ltd [2025] VSC 431
Case: [2025] VSC 431
Decision Date: 27 June 2025

CaseChat Overview and Summary

Laura Jean Treloar, as the executor of the deceased estate of Thomas Stanbury Raymond, the sole director and shareholder of Sun Sign Pty Ltd, seeks to wind up the company under s 461(1)(a) or s 461(1)(k) of the Corporations Act 2001 (Cth) (Act). The court was required to determine whether the plaintiff has standing to apply for the winding up of the company and whether the company should be wound up on the just and equitable ground. The court held that the plaintiff does not have standing to apply for winding up under s 462(2)(a) of the Act as an executor. However, the court found that the plaintiff has standing under s 462(2)(c) of the Act as a contributory, as she is entitled to be registered as the holder of the deceased’s shares in the company. The court granted the plaintiff leave to amend her originating process to include relief under ss 1072E(2) and 175 of the Act and made a declaration that the plaintiff is entitled to be registered as the holder of all 1226 ordinary shares in the company. The court also ordered the correction of the company's share register. The court decided to wind up the company on the just and equitable ground under s 461(1)(k) of the Act, as the company has no directors and is in a state of corporate paralysis. The court appointed Kylie Maree Wright as liquidator and dispensed with the requirement for publication of a notice of the application and extended the period for lodgement with ASIC of notice of the filing of the proceeding. The court also ordered the plaintiff’s costs to be costs in the winding up.

Orders