In the matter of Global Alliance Corporation Pty Ltd [2020] NSWSC 119

ex tempore Judgment

1. HIS HONOUR: On 7 July 2011, Mr Schon Condon (the Liquidator) was appointed liquidator of Global Alliance Pty Ltd (the Company). The application to wind up the Company was filed by the Owners of Strata Plan 42936, the Whelan Property Group Pty Ltd.
2. The Company was incorporated on 8 March 2002 and operated as an investment holding company. Following his appointment, the Liquidator took steps to secure the Company's assets. Since it did not have any trading business, there was no requirement for the Liquidator to deal with matters pertaining to ceasing to trade.
3. By notice dated 9 December 2011, which was accompanied by a report to the creditors, the Liquidator convened a meeting of creditors on 22 December 2011 to consider the progress of the liquidation. On 16 March 2016 the Liquidator provided a further report to creditors. In the intervening period he had realised one of the Company's properties and applied the proceeds in satisfaction of a secured debt owing to the Commonwealth Bank of Australia. The three remaining properties of the Company were the subject of an auction sale process initiated by the Liquidator, which was scheduled to be completed by 31 March 2016. In his report of 16 March 2016, the Liquidator said that he expected to be able to pay all of the creditor's claims in full, and that any surplus funds would be distributed to the Company's sole shareholder.
4. The Liquidator sent a third report to creditors on 28 March 2018, in which he indicated that he had realised net sale proceeds of some $394,062 from the sale of the Company's remaining three properties. The report indicated that all known creditors had been paid in full, and that there would be a surplus available for distribution to the Company's sole shareholder. The report to creditors indicated that the Liquidator sought approval for his remuneration for the work performed and to be performed to finalise the liquidation.
5. By interlocutory process filed on 12 December 2019, the Liquidator now seeks orders under s 480(d) of the Corporations Act 2001 (Cth) (the Corporations Act) that he be released as official liquidator of the Company, and that the Company be deregistered by the Australian Securities and Investments Commission (ASIC). The Liquidator also seeks special leave, pursuant to s 488(2) of the Corporations Act, to distribute the surplus assets of the Company, amounting to some $53,598.31, to the sole shareholder of the Company, Global Custodian Corporation Pty Ltd (the Holding Company).