Applicant v First Respondent

(a) named director, despite the prohibition on managing a corporation under s 206B(3) of the Corporations Act 2001 (Cth) ('Corporations Act'), and

(b) shareholder, despite all of his property and after acquired property vesting in his official trustee pursuant to s 58 of the Bankruptcy Act 1966 (Cth) ('Bankruptcy Act').

The validity of the series of transactions, impugned in this application by the first respondent, in which Mr Strangio has purported to engage as, variously, director and shareholder of various entities, turns on the application of the above described and related restrictions upon the interests and rights of a bankrupt.

1. A bankrupt is automatically disqualified from 'managing' a corporation by s 206B(3) of the Corporations Act. Section 206A(1) of the Corporations Act makes it an offence_[3]_ for a person who is disqualified from managing a corporation to make decisions that affect the whole or a substantial part of the business of a corporation, to exercise the capacity to affect the corporation's financial standing, or, in effect, to act as a shadow director. Section 206A(2) provides that a person automatically ceases to be a director if they become disqualified unless they receive permission to remain in that position.
2. The effect of these provisions on Mr Strangio is that:

(a) he became disqualified from managing any corporation upon his bankruptcy and remains disqualified for the period of his bankruptcy;[4]

(b) he ceased being a director of any corporation to which he had been validly appointed prior to his bankruptcy upon the making of the sequestration order;[5]

(c) he could not be appointed as a director of any corporation during the period of his bankruptcy unless permission was granted by ASIC or a Court;[6] and

(d) he could not engage in the conduct proscribed by s 206A following his disqualification without committing a criminal offence.[7]

1. In his affidavit sworn on 28 July 2025 and filed in support of this proceeding, Mr Strangio describes himself as a director of the applicant. On 17 June 2013, four separate form 484s were lodged with ASIC which purported to record the appointment of Mr Strangio as the sole director of the applicant[8] with effect from 28 February 2013. It is not apparent from these forms how Mr Strangio was appointed, and there is no other evidence before the Court regarding the method of appointment. However, since Mr Strangio has remained an undischarged bankrupt since 28 July 2008, he was, at the time of his purported appointment as the sole director of the applicant company in 2013, disqualified from managing a corporation. No evidence was adduced to demonstrate that Mr Strangio was authorised by ASIC or the Court to manage the applicant or to be appointed as director. By reason of his disqualification, and absent ASIC's permission or the Court's leave, under s 201B(2) of the Corporations Act, he was not able to be appointed as a director.
2. Mr Strangio is registered as the director of a company called Civilink Group Pty Ltd (ACN 087 591 017) ('Civilink').[9] Civilink was previously known as Euro Hire Pty Ltd[10] and, before that, as Ilford Tower Pty Ltd.[11] An ASIC current and historical extract produced on 24 April 2023[12] shows that Mr Strangio was, at that date, Civilink's sole director, purportedly appointed on 1 September 2008, that is, after he became a bankrupt and became disqualified. The ASIC extract does not reveal how Mr Strangio was appointed, and there is no other evidence before the Court as to the method of appointment. No evidence was adduced to demonstrate that Mr Strangio was authorised by ASIC or the Court to manage Civilink or to be appointed as its director. By reason of his disqualification, and absent ASIC's permission or the Court's leave, under s 201B(2) of the Corporations Act, he was not able to be appointed as a director of Civilink.
3. Mr Strangio was also registered as a director of Ilford Vic Pty Ltd ('Ilford Vic'), which although now deregistered, had ACN 145 510 925. The date of his appointment is recorded in the ASIC current and historical extract[13] as 30 October 2010, that is, after his disqualification. ASIC deregistered Ilford Vic on 18 January 2015, at which time Mr Strangio remained registered as its sole director. Save for the period from 28 October 2011 until 1 November 2011 when another director appears to have been briefly appointed, Mr Strangio was named as the sole director for Ilford Vic from its either its date of registration, or 30 October 2010, until its deregistration. No evidence was adduced to demonstrate that Mr Strangio was authorised by ASIC or the Court to manage Ilford Vic, or to be appointed as its director. By reason of his disqualification, and absent ASIC's permission or the Court's leave, under s 201B(2) of the Corporations Act, he was not able to be appointed as a director of Ilford Vic.
4. The applicant submits Mr Strangio acted as a director of each of the applicant, Civilink and Ilford Vic in the manner contemplated in the definition of 'director' in s 9AC(1)(b) of the Corporations Act, even though he was not validly appointed. That submission is made on instructions from Mr Strangio in full cognisance of the offence created by s 206A, but irrespective of it. The applicant further contends that all of the acts of Mr Strangio when he was acting as a director of these entities were automatically validated by operation of s 201M(1) of the Corporations Act. This includes acts such as his execution of share transfer forms to effect the transfer of shares in the applicant held by Ilford Vic, being the first impugned transaction to which I shall return.
5. Section 201M(1) of the Corporations Act provides that an act done by a director is effective even if the director's appointment, or the continuance of the director's appointment, is 'invalid because the company or director did not comply with the company's constitution (if any) or any provision of this Act'. My survey of the authorities considering the provision reveals as follows.

(a) The validating effect of the provision is available only where the invalidity is caused by an invalidity in the appointment of the director.[14] That invalidity must be because 'the company or the director' did not comply with the constitution or a provision of the Corporations Act.[15]

(b) It is the act of an invalidly appointed director that is validated, not the appointment itself.

(c) The section refers to persons who act as directors and requires a purported appointment to that role.[16]

(d) 'Like its predecessor sections, it is not framed so as to render valid a resolution passed by any persons who without a shadow of title assume to act as directors of a company', nor will it have application where the purported appointment was made by a person or body not authorised to make the appointment.[17]

1. The history of the provision and its predecessors, which appear in earlier versions of companies legislation in Australia and in the UK, is usefully traced by Parker J of the New South Wales Supreme Court in Preston v Diaspora Holdings Pty Ltd; Diaspora Holdings Pty Ltd v Owners Corporation of Strata Plan 68608 ('Diaspora').[18] That tracing exercise starts by considering the distinction drawn by Simonds LJ in the case of Morris v Kanssen ('Morris')[19] between an appointment where there is a 'defect', and a situation where there is no appointment at all. That same distinction was applied by the High Court in Grant v John Grant & Sons Ltd.[20] The question ultimately determined by Parker J in Diaspora was whether, despite differences in its wording, s 201M(1) continues to apply only where there is an appointment that is irregular and not where there is no appointment at all. His Honour concluded:

Despite this change, I think there are still reasons to carry the interpretation of the predecessor provision forward in s 201M(1). One is that s 201M(1) retains the reference to "appointment" which was the textual basis for the restrictive interpretation of its predecessors. This seems to have been the view of Lindgren AJA in Sheahan v Londish. The other is one of principle. The width of s 1322(4) is counter-balanced by the safeguards imposed by s 1322(6). Those safeguards ensure that a validating order cannot be made unless one or other of sub-paragraphs (a)(i) to (iii) is satisfied, and also provide a backstop (subparagraph (c) which prevents an order being made if that would result in any substantial injustice). The validation effected by s 201M is automatic; it applies in every case whether or not the outcome is "just and equitable", whether or not the persons concerned have acted honestly and whether or not it results in substantial injustice. There is every reason to read such a provision more narrowly than section 1322(4)(a).[21] (citations omitted)

1. In support of its submission as to the validity of the acts performed by Mr Strangio as director of each of the applicant, Civilink or Ilford Vic when he was disqualified by reason of his bankruptcy, the applicant relies on the case of Gangemi v Osborne; Bloomingdale Holdings Pty Ltd v 63 Buckley Street Pty Ltd ('Gangemi').[22] The applicant contends that the Court of Appeal there held that the acts of a director (named Lanciana), who was disqualified from being a director because of his criminal convictions, were automatically rendered effective by s 201M(1) of the Corporations Act notwithstanding his ineligibility for appointment. I do not agree that this proposition finds favour in the Court of Appeal's judgment. In fact, it was the trial judge who reasoned to that conclusion. The majority, being Harper and Nettle JJA, disagreed, saying of the trial judge's conclusion:

Strictly speaking, that is not altogether correct. Section 201M is limited to cases in which a director has been purportedly appointed as such but the appointment is defective. Like its predecessor sections, it 'is not framed so as to render valid a resolution passed by any persons who without a shadow of title assume to act as directors of a company'. Arguably, it has no application either to cases in which the purported appointment of the director was made by a person or body not authorized to make the appointment. It also has no application to the invalid acts of a person who never claimed to be a director.

Furthermore, in contradistinction to its predecessor sections, s 201M(1) does not deal with the question of whether an effective act by a director binds the company in its dealing with other people or makes the company liable to another person. Consequently, even if s 201M(1) were otherwise applicable in this case, s 201M(2) would exclude its validating effect in relation to the issue of the ten further shares in 63 Buckley.[23]

(emphasis added)

In so doing, their Honours drew upon the long line of authority considering s 201M(1) and its predecessor provisions, including the case of Morris, in which Simonds LJ stated:

being designed as machinery to avoid questions being raised as to the validity of transactions where there has been a slip in the appointment of a director, [it] cannot be utilized for the purpose of ignoring or overriding, the substantive provisions relating to such appointment.[24]

In Gangemi, having determined that s 201M(1) did not apply, their Honours went on to hold that it was instead open to the Court to validate the share issue impugned in the case pursuant to the discretion conferred by s 254E of the Corporations Act, despite the fact that 'Lanciana was never a validly appointed director'.[25]

1. There is another case which stands against the proposition the applicant seeks to advance. In Calabretta v Redpen Developments Pty Ltd (in liq) (recs and mgrs apptd),[26] Yates J held that a bankrupt named Mr Bartolotti had ceased to be a director of Redpen Developments Pty Ltd by reason of his bankruptcy. Having made no application for permission to manage a corporation, he was, therefore, not a director at the time he purported to act as such, passing a resolution as sole director appointing an administrator to the company. His Honour held that s 201M(1) did not operate to render effective Mr Bartolotti's resolution.[27] He noted that:

Section 201M(1) is qualified, relevantly, by the requirement that, at the time of the impugned act, the appointment, or the continuance of the appointment, of the director was invalid because the company or the director failed to comply with the company's constitution or a provision of the Act. However, in the present case, the effect of [the] bankruptcy was that, by operation of the Act itself, and without more, Mr Bartolotti ceased to be a director of the company at the commencement of his bankruptcy...The case does not present itself as one involving the act of a director whose appointment, or continuing appointment was invalid at the relevant time because the company or the director did not comply with the company's constitution or a provision of the Act.[28]

1. Likewise in this case, the invalidity in Mr Strangio's appointment as director does not result from a failure of any of the companies concerned, or of Mr Strangio, to comply with a provision of their constitutions or of the Corporations Act. [29] Here, the invalidity in the appointment arises by operation of a provision of the Corporations Act, being s 201B(2), which provides that a person who is disqualified may only be appointed as a director if they have permission from ASIC or leave of the Court. Mr Strangio has never had such permission or leave. Having become disqualified by reason of his bankruptcy, Mr Strangio could not, therefore, be appointed as director. There was a substantive prohibition on his appointment as director, even if he purported, unlawfully, to continue to act as such. Accordingly, this is not a case where there has been a slip in the appointment, but rather, one where there is no appointment at all. In those circumstances, s 201M(1) does not operate to validate any acts Mr Strangio purported to perform acting as director.
2. As noted above, the applicant relies on s 201M(1) of the Corporations Act to automatically validate Mr Strangio's act, as a director of Ilford Vic, of causing Ilford Vic to transfer all of its shares in the applicant to himself, acting as trustee for Mr Vida, on 28 February 2013 for $100. It cannot do so. Mr Strangio was not a validly appointed director of Ilford Vic and he did not have power to transfer its title in the applicant's shares. In consequence, Ilford Vic remained the legal owner of the shares in the applicant until the time it was deregistered. Upon its deregistration on 18 January 2015, all of its assets vested in the Commonwealth, including its shares in the applicant.

Legal and equitable title to shares upon bankruptcy

1. Upon his bankruptcy, all of Mr Strangio's property that would be divisible amongst his creditors vested in the bankruptcy trustee.[30] Likewise, any after-acquired property vested in his bankruptcy trustee prior to discharge.[31] In respect of shares owned by Mr Strangio, by reason of the requirements of the Corporations Act for a transfer of shares to be registered before the legal title passes,[32] it is only the equitable title which automatically vests in the bankruptcy trustee.[33] To secure legal title, the trustee would need to apply to the remaining directors for registration of the legal interest,[34] or apply to the Court.[35] However, pending registration as legal owner, the bankruptcy trustee enjoys all of the benefits and powers that attach to the shares.[36] Where a bankrupt is the sole director and shareholder in a company, the bankruptcy trustee has the right to appoint a replacement director, and not the bankrupt.[37]
2. By its written submissions dated 12 December 2025, the applicant submits that 'the legal estate in the 100 shares in the applicant remained with Mr Strangio and did not vest in the trustee in bankruptcy'. Mr Strangio deposed in his 12 December 2025 affidavit that he has never received any notice from the bankruptcy trustee regarding the trustee's intention to register his or her legal interest in any shares he owned. However, that is not to the point, because Mr Strangio did not own the shares in the applicant - those shares were owned by Ilford Vic.[38] Rather than the shares in the applicant, it was the equitable title in Mr Strangio's 100% shareholding[39] in Ilford Vic which vested in the bankruptcy trustee.
3. Mr Strangio further contends that, whilst he remained registered as the legal owner of shares whether acquired prior to or after, his bankruptcy, he remained able to exercise the rights attaching to such shares. In particular, he contends that he remained able to attend, and vote at, members' meetings. I do not agree that his rights as shareholder are completely unaffected. A bankrupt's rights with respect to his legal interest in shares that are not registered in the name of the bankruptcy trustee are practically limited by reason of such provisions as s 266 of the Bankruptcy Act, which makes it an offence for a bankrupt to dispose of property with the intention to defraud creditors. A question must arise too about the impact of s 1072C of the Corporations Act on the rights of the bankrupt shareholder given that provision confers on the trustee all of the rights in respect of shares that would be held by the bankrupt, such as the power to vote, or to receive dividends. However, as Mr Strangio did not become a shareholder in the applicant, these questions do not need to be further considered in this application.

Chain of title to the shares in the applicant

1. The applicant relies on the following series of transactions and resolutions to establish that the current shareholder in the applicant is a company named Nationhire, recently incorporated by Mr Vida.[40] The transactions and resolutions it relies upon are as follows.

(a) First, on 28 February 2013, the purported transfer, by Ilford Vic, of all the issued shares in the applicant to Mr Strangio to be held on trust for Mr Vida. The declaration of trust was also made on 28 February 2013.[41] The applicant relies on the Standard Share Transfer Form purportedly signed by Mr Strangio as director of Ilford Vic.[42]

(b) Second, on 20 August 2018, the purported appointment, by the members of Civilink,[43] of Mr Vida as the director of Civilink.[44]

(c) Third, on 20 August 2018, the purported transfer, by Mr Vida, of the legal title to all of the issued shares in the applicant to Civilink[45] as replacement for Mr Strangio as trustee.[46]

(d) Fourth, on 2 January 2021, the purported appointment of Mr Vida as a director of the applicant, by its sole-member Civilink.[47]

(e) Fifth, on 2 October 2025, the purported transfer, by Civilink, of all of its shares in the applicant to Nationhire.[48]

(f) Sixth, on 3 October 2025, the purported ratification, by Mr Vida, in his capacity as a director of the applicant as appointed on 2 January 2021 (see (d) above), of the commencement of this proceeding by the applicant.

(g) Seventh, on 3 October 2025 (but after the ratification described in (f) above[49]), the resignation of Mr Vida as a director of the applicant and his purported re-appointment, by resolution of Nationhire, as sole shareholder in the applicant.

1. I accept the first respondent's submission that, elaborate though the process has been to appoint Mr Vida as a director of the applicant, it fails at the outset by reason of the failure of the first purported transaction on 28 February 2013. As the first transaction in the chain of transactions or steps upon which the applicant relies to show that the chain of title to the shares in the applicant, and associated rights of appointment, passed from Ilford Vic through a series of hands ultimately to Nationhire, its invalidity has the effect that each other step or transaction in the chain was similarly invalid, as title to the shares never transferred from Ilford Vic. The applicant has been effectively paralysed since the appointment of the bankruptcy trustee over the estate of Mr Strangio because it has had no validly appointed directors, nor were there any validly appointed directors of its sole shareholder, Ilford Vic. There is no evidence that any orders have been sought from any Court to validate any of these transactions or resolutions (to the extent that relief was available).

Mr Strangio had no power to appoint Mr Vida as director of Civilink

1. In any event, Mr Vida's purported appointment as Civilink's sole director (per 29(b) above) with effect from 20 August 2018 was not valid. One reason for the invalidity is that Mr Strangio, in his capacity as appointor of the Strangio Family Trust of which Civilink was trustee, did not have any power pursuant to the relevant trust deed[50] to appoint a director to Civilink on behalf of its members. Under the deed, the appointor has the power to appoint and remove the trustee, meaning Mr Strangio could appoint or remove Civilink as trustee. However, Mr Strangio did not exercise that power. Rather, he purported to sign a resolution on behalf of the members of Civilink in his capacity as the appointor of the trust making Mr Vida a director of Civilink. The second reason for the invalidity is that the members of Civilink cannot lawfully be the Strangio Family Trust, as they are described in the resolution, unless Civilink, which is the trustee of the trust, impermissibly owns shares in itself.[51] Relevantly too, there is no record of Mr Vida's purported appointment as a director of Civilink in 2018 in the current and historical extract for Civilink obtained on 24 April 2023.[52] Whilst a previous directorship commencing 20 August 2018 is shown on the ASIC extract obtained in June 2025, the forms submitted to effect the change to the ASIC register have not been adduced in evidence, so it not apparent how the appointment was purportedly made.

No evidence that Mr Vida was appointed by Civilink as a director of the applicant

1. If I am wrong and Civilink did come to own all of the shares in the applicant, I am not satisfied that Mr Vida was validly appointed as a director of the applicant on 2 January 2021. Mr Vida consented to being a director, and exhibited that consent, addressed to the Board of the applicant, to his first affidavit.[53] Mr Webb deposed in his first affidavit that Mr Vida had been appointed by 'signed directors (sic) resolution'[54] (the only named director at the time being the disqualified Mr Strangio). Mr Webb also deposed that a copy of the director's resolution had been provided to him in November 2024 'by the applicant' with instructions to update the applicant's ASIC records which did not, at that time, record Mr Vida as having been appointed as director. Despite referring to it, Mr Webb did not exhibit a copy of the 'signed directors (sic) resolution'.
2. By his affidavit sworn 5 November 2025, Mr Webb sought to correct his evidence, deposing that rather than any resolution, he had actually only received a copy of Mr Vida's signed consent to act as a director. It was on that basis that he had updated the applicant's ASIC records to record Mr Vida's appointment as director of the applicant on 2 January 2021.[55] So the position is that no director's resolution effecting the appointment has ever been adduced in evidence.
3. Mr Vida deposes in his 5 November 2025 affidavit, that he was appointed as a director of the applicant on 2 January 2021 by 'a members (sic) resolution'.[56] There is no 'members (sic) resolution' that has been adduced before the Court to evidence the appointment of Mr Vida as a director of the applicant. Such directorship was not recorded in the ASIC register prior to the commencement of this appeal proceeding. The sole shareholder in the applicant at the time, if I am wrong about the first transaction being invalid, would have been Civilink. Assuming Civilink was the shareholder in the applicant, then it did not have a validly appointed director who could have caused it to vote on the resolution, Mr Vida's appointment to that role in 2018 being invalid for the reasons explained above.
4. For these reasons, even if I am wrong and the first transfer of shares in the applicant by the director-less Ilford Vic was valid, there was not otherwise a validly appointed director of the applicant at the time this appeal proceeding was commenced. Equally, having not been validly appointed, Mr Vida could not ratify the commencement of the proceeding prior to his resignation on 3 October 2025, as he recently clarified in his evidence he purported to do.

Shares in the applicant have vested in the Commonwealth

1. Upon its deregistration, having not previously been disposed of, all of Ilford Vic's shares in the applicant vested in the Commonwealth. Nationhire never received a transfer of the legal or equitable title in the shares in the applicant. Accordingly, Nationhire was not able, by member's resolution passed on 3 October 2025, to appoint Mr Vida as director of the applicant as it has purported to do.

1. For the reasons given above, the applicant does not have a validly appointed director who could have caused it to commence this appeal proceeding. I am satisfied for the reasons given that the applicant's commencement and pursuit of this proceeding is oppressive to the first respondent, and will tend to bring the administration of justice into disrepute. The proceeding is, therefore, an abuse of process and will be dismissed under r 23.01 of the Rules.
2. The facts put into evidence on the application raise a serious question as to the commission of offences by Mr Strangio against the Corporations Act and the Bankruptcy Act. I intend to refer those matters to the appropriate regulator for investigation.
3. I will order that the proceeding be dismissed. I will hear from the parties further about the question of costs.

DONOJON 1325 PTY LTD (formerly ACN 119 219 840 PTY LTD) (ACN 119 219 840)

DONOJON PTY LTD ATF DONOJON UNIT TRUST (ACN 654 428 994)

[1] Transcript of Proceedings, Donojon 1325 Pty Ltd v Donojon Pty Ltd [2026] VSC 58 (Supreme Court of Victoria, S ECI 2025 04110, Goulden AsJ, 30 September 2025), T26.20-T27.9.

[2] This affidavit was refiled by the applicant on 8 December 2025 to include pages of the exhibits to that affidavit which were missing in the version filed 5 November 2025.

[4] Corporations Act 2001 (Cth) s 206B(3) ('Corporations Act').

[5] Ibid ss 203B(3), 206A(2).

[6] Ibid s 201B(2).

[7] Ibid s 206A(1).

[8] The applicant was then known as Parlam Pty Ltd.

[9] To confuse matters, the applicant was also known as Civilink Group Pty Ltd in the period from 2 January 2021 to 14 September 2023.

[10] From 26 May 2023 until 24 September 2023.

[11] From its registration on 14 May 1999 until 25 May 2023.

[12] Affidavit of Theo Zervas sworn on 5 November 2025, Exhibit "TZ-3", 155-168.

[13] This extract was obtained on 28 November 2025 and is annexed to the first respondent's submissions made on 2 December 2025.

[14] Official Trustee in Bankruptcy v Buffier [2005] NSWSC 839; (2005) 54 ACSR 767, [27] ('Buffier').

[15] Corporations Act (n 4) s 201M(1).

[16] Re Colorbus Pty Ltd (in liq); Mentha & Anor v Colorbus Pty Ltd [2004] VSC 486; (2004) 213 ALR 789.

[17] Gangemi v Osborne; Bloomingdale Holdings Pty Ltd v 63 Buckley Street Pty Ltd [2009] VSCA 297, [67] (Nettle & Harper JJA, Mandie JA agreeing) ('Gangemi').

[18] Preston v Diaspora Holdings Pty Ltd; Diaspora Holdings Pty Ltd v Owners Corporation of Strata Plan 68608 [2019] NSWSC 651 ('Diaspora').

[19] Morris v Kanssen [1946] AC 459 ('Morris').

[20] Grant v John Grant & Sons Ltd [1950] HCA 54; (1950) 82 CLR 1, 53 (Kitto J) ('Grant').

[23] Ibid [66]-[68] (Nettle and Harper JJA). This aspect of the trial judgment was not directly addressed by Mandie JA.

[24] Morris (n 19) 472 (Simonds LJ, speaking of legislation in the UK similar to s 226(1) of the Companies Act 1864 (Vic) upon which s 201M(1) of the Corporations Act is based) cited with approval in Grant (n 20) 53 (Kitto J).

[26] Calabretta v Redpen Developments Pty Ltd (in liq) (recs and mgrs apptd) [2010] FCA 81; (2010) 183 FCR 47 ('Calabretta').

[30] Bankruptcy Act 1966 (Cth) s 58(1)(a) ('Bankruptcy Act').

[31] Ibid ss 58(1)(b), (6).

[37] Ibid s 201F(3). See also Buffier (n 14) [34] in which the Court held that a 'director' under the extended definition in s 9AC(1)(b)(i) does not apply to s 201F.

[38] Cf affidavit of Bruno Strangio sworn on 12 December 2025, [3], which confuses the shares Mr Strangio owned in Ilford Vic with the shares Ilford Vic owned in the applicant.

[39] There is insufficient evidence before the Court to determine when he became the sole shareholder in Ilford Vic, save that he is listed as the most recent former shareholder of all 100 shares in the ASIC current and historical extract for Ilford Vic (which was obtained on 28 November 2025) annexed to the first respondent's submissions made on 2 December 2025.

[40] ACN 691 502 771. There is an ASIC current and historical extract dated 31 October 2025 exhibited to the affidavit of Theo Zervas sworn on 5 November 2025, Exhibit "TZ-3", 133-5 ('Zervas 5 November 2025 affidavit').

[41] Affidavit of Justin Vida sworn on 5 November 2025, Exhibit "JV-2", 2-5 ('Vida 5 November 2025 affidavit').

[42] Vida 5 November 2025 affidavit, Exhibit "JV-2", 1.

[43] At the time Civilink was known as Ilford Tower Pty Ltd.

[44] Vida 5 November 2025 affidavit, Exhibit "JV-2", 11.

[45] At the time Civilink was known as Ilford Tower Pty Ltd.

[46] Vida 5 November 2025 affidavit, Exhibit "JV-2", 6-9. It is to be noted that this purported transaction between trustees was not notified to ASIC until 15 October 2024, with the ASIC form 484 (Zervas 5 November 2025 affidavit, Exhibit "TZ-3", 121-2) then filed recording information that is inconsistent with the purported transaction in that the form identifies Mr Strangio as the beneficial owner of the shares being transferred, and Civilink as the new beneficial owner of the shares.

[47] There is no resolution of members effecting the appointment in evidence.

[48] Vida 5 November 2025 affidavit, Exhibit "JV-2", 12 comprises a form 484 lodged on 31 October 2025 which purports to show the change in shareholdings, however, the form shows a change to member details in the applicant as an increase of 0 in the shares held by Nationhire Pty Ltd.

[49] Affidavit of Justin Vida sworn on 12 December 2025, [5], clarifying the evidence given by his affidavit sworn on 5 November 2025 at [10].

[50] Zervas 5 November 2025 affidavit, Exhibit "TZ-3", 136, 150, clause 16.

[51] Corporations Act (n 4) s 259A. To this end, the current and historical extracts for Civilink in evidence in this proceeding (see Zervas 5 November 2025 affidavit, Exhibit "TZ-3", 155-219) show the 'Trustees for the Strangio Family Strangio' as the legal and beneficial owner of shares in Civilink. If this is the same as the Strangio Family Trust, then the shareholding breaches the prohibition in s 259A. If it is not the same trust, then the members resolution has not been passed on behalf of the members of Civilink as it purports to have been.

[52] Zervas 5 November 2025 affidavit, Exhibit "TZ-3", 155-168.

[53] Affidavit of Justin Vida sworn on 20 September 2025, Exhibit "JV-1", 1-3.

[54] Affidavit of Anthony Webb sworn on 22 September 2025, [4].

[55] Affidavit of Anthony Webb sworn on 5 November 2025, [4].

[56] Vida 5 November 2025 affidavit, [4].