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Judgment 1By Amended Originating Process filed by leave on 3 February 2014, the Plaintiff, Ms Marise Segelov, seeks an order under s 601AH(2) of the Corporations Act 2001 (Cth) that the Australian Securities and Investments Commission ("ASIC") reinstate the registration of Wiamera Pty Ltd (ACN 000 877 494) (deregistered) ("Company"). Ms Segelov also seeks an order, under ss 482 and 511(1)(b) of the Corporations Act that, immediately following the Company's reinstatement, the members' voluntary liquidation of the Company be terminated. The application is supported by affidavits of Ms Marise Segelov sworn 20 December 2013 and Ms Tanya Segelov sworn 31 January 2014 and 3 February 2014. I made the orders sought by Ms Marise Segelov on 3 February 2014 and these are my reasons for doing so. 2The Company was incorporated in March 1971 and, prior to its deregistration in 2005, its shareholders were Ms Marise Segelov and Ms Tanya Segelov, each of whom held 1 ordinary share in the Company. The Company had acquired two lots in a strata plan in March 1976. One of those lots, referable to a home unit, was subsequently transferred to Mr Philip Segelov in September 1990 and, on his death, transferred to Ms Marise Segelov. The other lot, referable to an associated car parking space, remains in the name of the Company. The Company's shareholders, Ms Marise Segelov and Ms Tanya Segelov, resolved that the Company be wound up on 23 December 2003, in a members' voluntary winding up. A statement of account subsequently lodged with ASIC in March 2005 recorded that the Company had no assets or liabilities; it has now emerged that that understanding was in error, because of the Company's interest in the car parking space. A final meeting in the members' voluntary winding up was held on 22 March 2005 and, under s 509(5) of the Corporations Act, ASIC deregistered the Company on 24 June 2005. The Company was deregistered by ASIC in June 2005 after the completion of a members' voluntary winding up. 3Ms Marise Segelov's evidence is that she first became aware that the strata lot referable to the car parking space was held in the Company's name when she received a rate notice from Randwick City Council in October 2012, referable to the period 1 July 2012 to 30 June 2013, which recorded the fact that that strata lot was owned by the Company. Her evidence is that she had previously understood that that car parking space formed part of the strata lot that had previously been transferred to her, rather than being a separate lot in the strata plan. Ms Segelov now seeks reinstatement of the Company to allow her to make payment of the outstanding rates on behalf of the Company in respect of the car parking space on terms that the Company will transfer that parking space to her in consideration for the payment of those rates. Her evidence is that, after she has attended to that matter and all other affairs of the Company, she will arrange for the members' voluntary liquidation or voluntary deregistration of the Company. 4Ms Marise Segelov and Ms Tanya Segelov have executed a Deed Poll dated 20 December 2013 which recites the circumstances of the Company's deregistration and its ownership of the car parking space and its liability to Randwick City Council for outstanding rates, which will total $7,239.97 as at 30 June 2014. That Deed Poll also records the deposit of an amount to the trust account of a firm of solicitors and the execution of an irrevocable authority by Ms Marise Segelov directing that firm of solicitors to transfer that amount in payment of the outstanding council rates in respect of the car parking space, and also records the intent that those monies be paid to the Council in discharge of the outstanding rates, subject to the reinstatement of, and termination of the members' voluntary liquidation of, the Company and in consideration of a transfer of the car parking space by the Company to Ms Marise Segelov. Ms Tania Segelov's further affidavit dated 3 February 2014 provided a further explanation of the manner in which the rates payable to Randwick City Council has been calculated, and confirmed the deposit of an additional amount to the solicitor's trust account so that the amount in that trust account exceeds the amount which would be payable by the Company in respect of rates. 5The Deed Poll also records that Ms Marise Segelov and Ms Tanya Segelov, in their capacities as directors of the Company would, within 6 months, lodge an application for voluntary deregistration of the Company with ASIC. By that Deed Poll, Ms Marise Segelov undertakes to be liable for relevant costs, charges, expenses and other liabilities in respect of these matters and indemnifies the Company in respect of such liabilities; each of Ms Marise Segelov and Ms Tanya Segelov warrant and undertake to do all things necessary as, relevantly, directors and shareholders of the Company to give effect to the terms of the Deed; and Ms Marise Segelov also gives that warranty and undertaking in her individual capacity. 6The liquidator who was formerly appointed to the Company, while it was in voluntary winding up, has consented to his reappointment as liquidator on reinstatement of the Company, albeit that reappointment would be short-lived where an application is also made for termination of the voluntary winding up. Both Ms Marise Segelov and Ms Tanya Segelov consent to act as a director of the Company upon its reinstatement, consistent with the positions which they held prior to its deregistration. 7This application has been served on Randwick City Council and on ASIC. ASIC has advised, by letter dated 30 January 2014, that it does not oppose the application for the Company's reinstatement subject to specified conditions that are in a common form. These include a condition that the Company attends to lodgement of all outstanding documents and payment of all outstanding fees and penalties upon reinstatement and Ms Tanya Segelov, as a director of the Company, has undertaken to do all things necessary to ensure that the Company attends to those matters. 8The Court has power, under s 601AH of the Corporations Act, on the application of a person aggrieved by the deregistration of a company, to order that ASIC reinstate the company's registration where it is satisfied that it is just that that occur. I summarised the principles applicable to an application of this kind in Re F&A Henry (Gowrie) Pty Ltd (deregistered) [2012] NSWSC 1061 at [12] as follows: "Section 601AH(2) of the Corporations Act provides that the Court may make an order that ASIC reinstate the registration of a company if an application for reinstatement is made to the Court by a person aggrieved by the deregistration and the Court is satisfied that it is just that the Company's registration be reinstated. Matters which are relevant to whether it is just that the Company's registration be reinstated include the circumstances in which the Company was deregistered; the purpose of the reinstatement; the Company's solvency; whether any person is likely to be prejudiced by the reinstatement; and the public interest generally: Australian Competition and Consumer Commission v Australian Securities and Investments Commission [2000] NSWSC 316; (2000) 34 ACSR 232; Callegher v Australian Securities and Investments Commission [2007] FCA 482; (2007) 239 ALR 749. If the Court makes such an order, it may also make any other order it considers appropriate under s 601AH(3) of the Corporations Act." 9I am satisfied that Ms Marise Segelov is a person aggrieved by the Company's deregistration, since that deregistration would cause a right of value - namely the Company's interest in the car parking space - to be lost and Ms Marise Segelov has a pecuniary interest in reinstating the Company in order to preserve that interest: Arnold World Trading Pty Ltd v ACN 133 427 335 Pty Ltd [2010] NSWSC 1369; (2010) 80 ACSR 670 at [43]-[44]. As Mr Smith, who appears for Ms Marise Segelov, points out, she has a particularly strong interest in the car park space which is intended for the exclusive use by the owner or occupant of the unit which she owns in the relevant strata plan. I am also comfortably satisfied that it is just that the Company be reinstated, where that will permit the rates due to Randwick City Council to be paid and the Company's interest in the property to be transferred to one of its shareholders; there is no substantive risk as to the Company's future solvency, given its limited activity and the indemnity provided by Ms Marise Segelov; and there is no suggestion that any person would be prejudiced by the reinstatement or that reinstatement would be contrary to the public interest. The directors of the Company will resume office on reinstatement and, as I have noted above, they have consented to doing so. 10As I noted above, Ms Marise Segelov also seeks an order that the voluntary winding up of the Company be terminated, immediately after its reinstatement. The Court has power to make such an order in respect of a court-ordered winding up under s 482 of the Corporations Act, and that power is extended to a voluntary winding up by s 511(1)(b) of the Corporations Act. Ms Marise Segelov, as a contributory of the Company, has standing to make an application to terminate the winding up of the Company. Relevant factors to such an application were identified in Re Warbler Pty Ltd (1982) 6 ACLR 526 at 533; Mercy & Sons Pty Ltd v Wanari Pty Ltd [2000] NSWSC 756; (2000) 157 FLR 107; (2000) 35 ACSR 70 at [47]ff; Re Nardell Coal Corporation Pty Ltd [2004] NSWSC 281 (2004) 182 FLR 290; (2004) 49 ACSR 110 at [76]-[78] and summarised by Austin J in Vero Workers Compensation (NSW) Ltd v Ferretti Pty Ltd [2006] NSWSC 292; (2006) 57 ACSR 103 at [17] as including the interests of the company's creditors, including future creditors; the interests of the liquidator, particularly with regard to costs; the interests of contributories and the interests of "the public", including the public interest in matters of commercial morality, and the public interest that insolvent companies should be wound up. 11I summarised other matters relevant to such an application, in a similar context to this application, in Re F&A Henry (Gowrie) Pty Limited (deregistered) above at [17], as follows: "Section 511(1)(b) of the Corporations Act in turn authorises the Court to exercise the power to terminate a winding up in a voluntary winding up: McKern v Pacific Edge Corporation Pty Ltd (in liq) [2004] NSWSC 1150; (2004) 51 ACSR 602; Re St George Bank Ltd [2007] NSWSC 134 at [4]. ... Subject to the question of the Company's solvency, the Court may otherwise make an order terminating a winding up where a sole shareholder, for reasons of administrative convenience, took steps directed towards ultimate dissolution of the Company at the conclusion of a members' voluntary winding up and, for reasons of the same kind, now wishes to put a stop to the process which it had previously thought would be beneficial: Re St George Bank Ltd above at [11]. I agree with the view expressed by Barrett J in Re St George Bank that, absent any demonstrated reason why the sole member's wish should not be implemented, the Court, having considered the interests of creditors and any public interest, should be willing to order the termination of a member's voluntary winding up if that is the sole member's wish." 12In the present case, the interests of creditors and future creditors of the Company do not provide any reason not to terminate the winding up, given the circumstances in which it occurred and the indemnity given by Ms Marise Segelov. It appears that the only creditor of the Company is Randwick City Council and adequate arrangements have been made, by the terms of the Deed Poll and the deposit of funds in a solicitor's trust account, to discharge its debt on the Company's reinstatement and termination of the winding up. Mr Smith points out that the transfer of the property from the Company to Ms Marise Segelov would not give rise to a capital gains tax liability as the property is a pre-CGT asset; but, even if that were not the case, the terms of the indemnity given by Ms Marise Segelov under the Deed Poll are sufficient to address that matter, so far as the Company would be exposed to any liability, arising from the transaction. The issue which arises, in some matters, as to whether a company has sufficient financial strength to be returned "to the mainstream of commercial life" (to use the language of Sutherland v Rahme Enterprises Pty Ltd (in liq) [2003] NSWSC 673; (2003) 46 ACSR 458 at [9]), is of lesser weight where it appears that the proposed transaction will not have that effect, as distinct from discharging the debt owed to the Council and bringing about the transfer of the Property to Ms Marise Segelov. The interests of the liquidator do not cause any difficulty, because he consents both to the reinstatement of the Company and the termination of the winding up. The termination of the winding up is sought by the contributories and is plainly in their interests, and there is no public interest or matter of commercial morality that is inconsistent with a termination of the winding up. 13For these reasons, I was satisfied that this was an appropriate case to make an order that ASIC reinstate the registration of the Company and that the members' voluntary liquidation of the Company be terminated, immediately following that reinstatement. I made orders substantially in accordance with the Short Minutes of Order proposed by the Plaintiffs, as initialled by me and placed in the file.