Re MIG Property Services Pty Ltd (No 2)

(2012) 92 ACSR 234; [2012] VSC 606

Supreme Court of Victoria

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Interrogate

Catchwords

1. Corporations
2. › Registers
3. › Rectification of register
4. › Power under s 1322(4)(b)
5. › Scope of power to rectify register of companies kept by ASIC
6. › Whether power extends to removing validly entered information
7. › Whether remedial provision to be construed liberally
8. › Corporations Act 2001 (Cth), ss 118, 1322(4)(b)
1. Corporations
2. › Registers
3. › Rectification of register
4. › Discretionary considerations
5. › Whether applicant must frankly and fully disclose all relevant circumstances
6. › Whether substantial injustice caused to any person
7. › Reputational damage to director
8. › Corporations Act 2001 (Cth), s 1322(4)(b), (6)(c)
1. Corporations
2. › Winding up
3. › Insolvency
4. › Winding up order set aside
5. › Whether entries relating to winding up should be removed from ASIC register
6. › Corporations Act 2001 (Cth), s 1322(4)(b)

Quick Take

An applicant seeking rectification of the ASIC register under s 1322(4)(b) of the Corporations Act 2001 (Cth) bears the onus of frankly and fully disclosing all relevant circumstances that led to the entries sought to be removed, particularly where the applicant's own conduct contributed to the company's inability to meet its obligations. Failure to provide such disclosure may result in the court being unable to form an informed view on whether injustice has been caused, and the application will be refused. The power under s 1322(4)(b) is broad and remedial, extending beyond ensuring registers conform with statutory requirements, but the court retains a discretion that requires full candour from the applicant.