Stork ICM Australia Pty Ltd v SFS 007.298.633 Pty Limited (Formerly Stork Food Systems Australasia Pty Ltd), in the matter of Stork ICM Australia Pty Ltd (Deregistered)

Stork ICM Australia Pty Ltd v SFS 007.298.633 Pty Limited (Formerly Stork Food Systems Australasia Pty Ltd), in the matter of Stork ICM Australia Pty Ltd (Deregistered), dealt with a scheme of arrangement under the Corporations Act 2001 (Cth) for the transfer of property and liabilities from one Australian subsidiary of an overseas corporation to another Australian subsidiary. The dispute arose after the initial transfer, where further claims were made against the transferor company which had already been deregistered. The applicants sought reinstatement of the transferor company's registration and orders to transfer additional liabilities and insurance to the transferee company.

The court was required to determine whether the reinstatement of the company's registration needed to operate retrospectively to the time of the initial deregistration, and if the transfer of additional liabilities and insurance could proceed under the existing scheme of arrangement. The central issues involved the interpretation of sections 413 and 601AH(2) of the Corporations Act 2001 (Cth), as well as the practical implications of deregistering and subsequently reinstating a company within the context of a corporate restructuring.

The court found that the reinstatement of the company's registration should operate retrospectively to the time of deregistration to maintain the integrity of the scheme of arrangement and ensure that the transfer of liabilities and insurance was effective. The court held that the transfer of additional liabilities and insurance could proceed under the existing scheme of arrangement, provided it was consistent with the original terms agreed upon by the parties. The court ordered that the Australian Securities and Investments Commission (ASIC) reinstate the registration of Stork ICM Australia Pty Ltd and transfer the specified liabilities and insurance to the transferee company, followed by the deregistration of the transferor company. The court also added ASIC as a defendant in the proceedings.

The orders made by the court were to reinstate the registration of Stork ICM Australia Pty Ltd with full retrospectivity, transfer the specified property and liabilities to the transferee company, continue any pending legal proceedings against the transferee company, and deregister the transferor company without winding up. The court also preserved the liberty to apply for further orders as necessary.