Auckland Council v 2022 Devonport Limited (In Liquidation)

[2025] NZHC 3057

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2025-404-001712

[2025] NZHC 3057

UNDER

Section 250 of the Companies Act 1993

BETWEEN

AUCKLAND COUNCIL

Plaintiff

AND

2022 DEVONPORT LIMITED (IN LIQUIDATION)

Defendant

Hearing:

On the papers

Appearances:

K Wakelin for the Plaintiff

K Pronk liquidator of the Defendant in person S O McAnally for the Applicant

Judgment:

15 October 2025

JUDGMENT OF ASSOCIATE JUDGE GELLERT

This judgment was delivered by me on 15 October 2025 at 2:00pm.

Pursuant to Rule 11.5 of the High Court Rules.

…………………..

Registrar/Deputy Registrar

Date ………………….

Solicitors:

Auckland Council, Auckland

Sean McAnally Barrister, Auckland

AUCKLAND COUNCIL v 2022 DEVONPORT LIMITED (IN LIQUIDATION) [2025] NZHC 3057 [15

October 2025]

Introduction

[1]                 This decision relates to the application by the sole director and shareholder of the defendant company to terminate the liquidation of the defendant company, 2022 Devonport Limited (in liquidation) (Company).

[2]The application is not opposed by the liquidators, or the plaintiff.

Background

[3]                 The Company was put into liquidation by this court on 11 September 2025, on the application of the plaintiff, Auckland Council. Messrs Pronk and Farquhar were jointly and severely appointed liquidators of the Company.

[4]                 The debt claimed in the statutory demand was $34,056.02. That amount was owed in relation to unpaid rates on three development properties owned by the Company in Devonport, Auckland.

[5]                 Louise Ling is the sole director and shareholder of the Company. She applies for termination of the liquidation on the basis that:

(a)the Company is solvent and all creditors have been paid, including the plaintiff;

(b)the failure to respond to the plaintiff’s application was due to an administrative oversight, not insolvency; and

(c)the plaintiff and the liquidators of the Company do not oppose the order sought being made.

[6]Ms Ling has filed evidence in support of the liquidation which shows that:

(a)In relation to the Company’s creditors:

(i)The plaintiff has been contacted, and confirms that it has no objection to an application for termination being made, provided it is paid in full.

(ii)Confirmation has been provided from the liquidators that they have received moneys owed into their trust account, and have made payment of the applicant creditor’s costs to the plaintiff. The liquidators say that they do not oppose the application on the basis that all known preferential and unsecured creditors of the Company have been paid in full.

(iii)The Company’s secured creditor, RT Finance Ltd, confirms that it also has no objection to the termination of the liquidation.

(b)The reason that Ms Ling did not respond to the statutory demand or the subsequent liquidation application was because she did not receive a copy of those documents. While the statutory demand and liquidation proceedings were served at the Company’s registered office, that is a subdivision area and the addresses have changed. Ms Ling said she accepted that (maintaining the Company’s address for service and registered office) is her responsibility and she has since changed the registered office of the Company.

Discussion

[7]                 Under s 250 of the Companies Act 1993 (Act), the court may, if it is satisfied that it is just and equitable to do so, make an order terminating the liquidation of a company. An application for termination can be made by various persons, including a director or shareholder of the company.

[8]                 In the usual course, the court will only exercise its discretion to order a termination of liquidation if:1

1      re Bell Block Lumber Ltd (in liquidation) (1992) 5 PRNZ 642.

(a)all the creditors have been paid in full or satisfactory provision has been made for them to be paid or they have consented;

(b)the liquidator’s costs have been paid or secured; and

(c)the shareholders have given their consent or would be in no worse position than if the liquidation had proceeded to its conclusion [].

[9]                 Here, I am satisfied that these principles have been met. The evidence addresses each of the matters I would ordinarily consider in order to grant a termination of liquidation. In this case, the reason for liquidation was administrative, all debts have been paid, the plaintiff and liquidators do not object to the termination, and the director has given evidence that the company is solvent. The sole shareholder is bringing the application.

[10]              Given the simple nature of this application, no report from the liquidators is required under s250(3) of the Act. Accordingly, the application is granted.

Orders

[11]I order that:

(a)2022 Devonport Limited (in liquidation) ceases to be in liquidation and the liquidators cease to hold office with effect from 10.00 am on 16 October 2025;

(b)the call of this application at 11:45am on 16 October 2025 is vacated with appearances excused; and

(c)there is no order as to costs.

Associate Judge Gellert