MALCOLM FIELD AS LIQUIDATOR OF AUSERVICE GROUP PTY LTD -v- AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION [2025] WASC 563 (6 February 2026)

1. On the evidence before me, I am satisfied that the application has been served on the Australian Securities Investments Commission (ASIC),[1] as well as on each of the Companies and their former directors.[2] No notice has been given that anyone opposes or wishes to be heard on the application. I note that no one has appeared before me at today's hearing to oppose the orders that are sought.[3]

1. On 27 January 2023, the plaintiff was appointed as liquidator of Auservice Group Pty Ltd (Auservice).[4]
2. Since his appointment, the plaintiff has reviewed Auservice's books and records and identified that invoices of approximately $812,000 which were issued to the plaintiffs and to the companies by Auservice for labour hire services, which remain unpaid. Specifically, these invoices total:[5]

(a) approximately $117,000 in relation to JC Biz, of which only $12,500 has been repaid;[6]

(b) approximately $275,000 in relation to Blanc Management;[7] and

(c) approximately 419,000 in relation to Brilliance Construction.[8]

1. Through his former solicitors, the plaintiff issued letters of demand with respect to these unpaid invoices. As at the date of swearing the plaintiff's affidavit, neither he nor his former solicitors had received any response from JC Biz[9] or Blanc Management.[10]
2. In relation to Brilliance Construction, an initial response was received from Victor Lo of VL Legal. Mr Lo advised that he was a director of Brilliance Construction for only a short time at the request of his client, Jichao Wang, but was not aware of why the company was deregistered nor of the details of its debt to Auservice. Mr Lo indicated he would arrange for Mr Wang and the other former directors of Brilliance Construction to respond to Auservice's letters if further details of the debt were provided.[11]
3. On or around 10 July 2024, the plaintiff's former solicitors wrote to Mr Lo providing the requested details and seeking information as to whether one of Brilliance Construction's former directors had been jailed for drug charges in 2023. No response has been received by the plaintiff to this letter.[12]
4. The plaintiff's evidence is that he intends to pursue repayment of the debts owed by the companies to Auservice including, if necessary, by the commencement of legal proceedings. However, in order to do this, the plaintiff requires the Companies to be reinstated.
5. If the Companies are reinstated, the plaintiff seeks orders for the winding up of the Companies as the former directors have not shown any willingness to resume their former roles. In addition, the appointment of a liquidator will enable a thorough investigation into the Companies' conduct to be undertaken. From the evidence before the court, I accept that Mr Tribut has consented to be appointed as liquidator of each of the Companies.[13]

1. Pursuant to s 601AH(2) of the Act, where a company has been deregistered the court may make an order that ASIC reinstate the company if the conditions required by the Act are met.
2. Section 601AH(2) provides that:

The court may make an order that ASIC reinstate the registration of the company if:

(a) an application for reinstatement is made to the court by:

(i) person agreed by the deregistration; or

(ii) a former liquidator of the company; and

(b) the court is satisfied that it is just that the company's registration be reinstated.

1. The court is not required to make an order where the elements of this section is satisfied but retains a residual discretion.
2. An application for a company to be reinstated may be made by a person who is aggrieved by the deregistration.[14] The term 'person aggrieved' is not expressly defined in the Act and is not to be construed narrowly.[15] In determining whether the plaintiff is a person aggrieved by the deregistration, the court must consider whether the plaintiff has shown that deregistration has deprived them of something or injured or damaged them in a legal sense. Or, that they became entitled, in a legal sense, to regard the deregistration as a cause of dissatisfaction.[16]
3. There is no temporal limitation in the term 'person aggrieved'; that is, there need only be a causal link between the grievance and the deregistration of the company.[17]
4. Before the court can make an order for reinstatement, the court must be 'satisfied that it is just that the company's registration be reinstated'. This confers a broad discretion on the court. In exercising its discretion, the court will take into account a number of factors including:[18]

(a) the circumstances in which the company came to be deregistered;

(b) the future activities of the company if an order for reinstatement is made;

(c) whether any particular person is likely to be prejudiced by the reinstatement; and

(d) public interest generally.

1. While it is usual that when a company is reinstated, it is reinstated in the form which existed prior to deregistration, an order for winding up may be made immediately following a company's reinstatement in appropriate circumstances.[19]
2. On the evidence before me, I accept that Auservice has a bona fide claim against each of the companies for repayment of debts. On this basis, I accept that the plaintiff, as liquidator of Auservice, is a 'person aggrieved' by the deregistration of the companies for the purposes of s 601AH(2)(a)(i) of the Act.
3. The evidence before me is that each of the Companies was deregistered by ASIC pursuant to s 601AB of the Act. There is no evidence before me as to whether if an order for reinstatement is made, the Companies will undertake any future activities or whether they have any assets to enable payment of these debts in part or in full. That said, I accept the submissions of counsel for the plaintiff, but it is in the public interest for the plaintiff to be able to attempt to recover these debts and enable any amount so recovered to be distributed to Auservices' creditors. At least at the initial stage, this would involve the conduct of an investigation. On the evidence before me, I accept that there is no evidence that anyone is likely to be prejudiced by the reinstatement of the Companies.
4. Weighing all of these matters in the balance, I accept that it would be just to make the orders sought.

Should the Companies be wound up and Mr Tribut appointed as liquidator?

1. The question then comes as to whether the company should be wound up and Mr Tribut appointed as liquidator. I accept that a creditor of a company has standing to apply for the company's winding up on just and equitable grounds pursuant to s 461(k) of the Act.
2. The categories of circumstances that satisfy the just and equitable ground are not closed nor rigid.[20] In the past, orders have been made under this section of the Act where the winding up was to protect investors; the affairs of the company have been conducted in a way which demonstrated a lack of probity, productive of a justifiable lack of confidence in the administration of the company; or where there has been misconduct or illegality in the conduct of the affairs of the company.[21]
3. In this case, the plaintiff has not received any substantive responses from the former directors of the Companies to their communications and letters of demand. From this, I infer that the directors are unwilling to resume their roles as directors of the company.
4. In these circumstances, I accept it would be just and equitable for orders to be made winding up the companies and appointing Mr Tribut as liquidator.

1. For these reasons, I am satisfied it is appropriate to make orders in terms of the plaintiff's minute of proposed orders dated 17 December 2025.

I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.

[1] Affidavit of Elira Siaan Midson filed 16 December 2025 [4] - [6], 'ESM-1'.

[2] Affidavit of Elira Siaan Midson filed 16 December 2025 [8] - [22], 'ESM-3' - 'ESM-8'.

[3] Affidavit of Elira Siaan Midson filed 16 December 2025 [6] - [7], 'ESM-2'.

[4] Affidavit of Malcolm Field filed 20 November 2025 [1] - [2], 'MF-1'.

[5] Affidavit of Malcolm Field filed 20 November 2025 [9].

[6] Affidavit of Malcolm Field filed 20 November 2025 [12] - [15], 'MF-6'.

[7] Affidavit of Malcolm Field filed 20 November 2025 [27] - [29], 'MF-11'.

[8] Affidavit of Malcolm Field filed 20 November 2025 [44] - [46], 'MF-17'.

[9] Affidavit of Malcolm Field filed 20 November 2025 [16] - [25], 'MF-7' - 'MF-10'.

[10] In response to their emails to Blanc Management, the plaintiff received a response from Lionel Chow, who was listed in Auservice's company records as the relevant contact person. Mr Chow advised that the emails had been sent to the wrong address and that he had 'nothing to do' with Blanc Management: Affidavit of Malcolm Field filed 20 November 2025 [30] - [42], 'MF-12' - 'MF-14'.

[11] Affidavit of Malcolm Field filed 20 November 2025 [44] - [56], 'MF-17' - 'MF-22'.

[12] Affidavit of Malcolm Field filed 20 November 2025 [57] - [60], 'MF-23'.

[13] Affidavit of Malcolm Field filed 20 November 2025 [9], [26], [43], [61], [62] - [66].

[14] Re Deputy Commissioner of Taxation; in the matter of James Hardie Australian Finance Pty Ltd [2008] FCA 1181; (2008) 248 ALR 557 [13].

[15] The Bell Group Ltd v Australian Securities and Investments Commission [2018] FCA 884; (2018) ACSR 247 [47].

[16] Hugall v Australian Securities and Investments Commission [2009] WASC 185 [13]; Callegher v Australian Securities and Investments Commission (ASIC) (2007) FCA 482; (2007) 239 ALR 749 [50].

[17] The Bell Group Ltd v Australian Securities and Investments Commission [49].

[18] The Bell Group Ltd v Australian Securities and Investments Commission [72]; Re ERB International Pty Ltd (deregistered) [2014] NSWSC 200; (2014) 98 ACSR 124 [5].

[19] Low v Australian Securities and Investments Commission [2024] WASC 116 [25].

[20] Australian Securities and Investment Commission v Storm Financial Ltd [2009] FCA 269; (2009) 71 ACSR 81 [65]; Re Westbourne Galleries Ltd [1973] AC 360.

[21] Australian Securities and Investment Commission v Letten [2011] FCA 498 [13].