Re Yanollee Pty Ltd

In the case of Re Yanollee Pty Ltd, the company was wound up and the question arose as to whether the holders of "A" class shares were entitled to the whole surplus after debts, claims and expenses, rateably, or whether they were only entitled to the amount expressed in their shares. The court was required to determine the rights of the "A" class shareholders in relation to the surplus on winding up.

The court considered the relevant provisions of the Corporations Act and the company's constitution. It was noted that the "A" class shares had limited rights on winding up, and the court had to determine whether this meant that the holders of such shares were not entitled to the whole surplus rateably, or whether this was simply a limitation on their rights in certain circumstances. The court held that the holders of "A" class shares were not entitled to the whole surplus rateably, as this was not a limitation on their rights in certain circumstances, but rather an expression of their rights in all circumstances.

The court further held that the holders of "A" class shares were only entitled to the amount expressed in their shares, and that this was not affected by the fact that there were no other shares on issue. The court rejected the argument that the holders of "A" class shares were entitled to the whole surplus rateably, as this would effectively give them the same rights as the holders of other classes of shares, which was not the intention of the company's constitution.

The court made an order that the holders of "A" class shares were only entitled to the amount expressed in their shares, and that this was not affected by the fact that there were no other shares on issue. The court also made an order that the surplus after debts, claims and expenses be distributed in accordance with the company's constitution and the Corporations Act.