Owners Corporation 1 Plan No. PS835285Y v 15 Currie Crt Property Holdings Pty Ltd [2026] FCA 256

Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

1. 15 Currie Crt Property Holdings Pty Ltd (Company) was incorporated on 19 November 2020. On the date of its incorporation, the Company was appointed trustee of the Currie Crt Property Trust and at all material times the Company has acted as trustee of the Trust.
2. The Company was wound up by order of this Court made on 21 January 2026, following a failure to comply with a creditor's statutory demand that was issued on 22 October 2025. Mr David Quin was appointed the Liquidator of the Company.
3. The applicant, Mr Vjekoslav Fak, filed an interlocutory application on 5 February 2026 seeking an order pursuant to s 482(1) of the Corporations Act 2001 (Cth) terminating the winding up of the Company.
4. The applicant is the sole director and one of three shareholders of the Company, the others being Ms Kathleen Blandford (the applicant's wife) and Art Vandalay Investment Holdings Pty Ltd (Art Vandalay), a company in which Ms Blandford is the sole shareholder and director.
5. In support of the application, the applicant relied on:

(a) an affidavit he swore on 30 January 2026, which provided background regarding the Company, its winding up and the Company's debts and solvency since the winding up;

(b) an affidavit sworn by the Liquidator on 5 March 2026, which verified the Company's position with respect to creditors and the Company's debts and solvency since the Liquidator's appointment;

(c) an affidavit of Mr Adam Ayliffe, solicitor for the applicant, affirmed on 5 March 2026 that deposed to the payment of the Company's debts as foreshadowed by the applicant's affidavit, the funds held in his firm's trust account in respect of the Liquidator's fees and that the Company was up to date with its statutory obligations;

(d) an affidavit of Ms Brittany Brancatella, solicitor for the applicant, sworn on 5 March 2026 regarding service of the application on the Australian Securities and Investments Commission (ASIC) and the plaintiff, being the petitioning creditor; and

(e) a written outline of submissions.

1. The application was served on the petitioning creditor, the Liquidator and ASIC. The Liquidator consented to the termination of the winding up by signing draft orders to that effect, filed evidence in support of the application, as described above, but made no submissions and did not seek to be heard on the application. As there was no real issue of fact relevant to the determination of the application and the legal arguments could be dealt with adequately by written submissions, the application was determined without an oral hearing: s 20A of the Federal Court of Australia Act 1976 (Cth).
2. For the reasons that follow, I am satisfied that it is appropriate to make an order pursuant to s 482(1) of the Corporations Act for the termination of the winding up of the Company with immediate effect.

1. As already mentioned, the Company is the trustee of the Trust. On 12 February 2021, the Company as trustee of the Trust became the registered proprietor of property in Currie Court, Seaford, Victoria (the Property). The Property is leased to a third party, which is a related entity of the applicant.
2. The plaintiff is the Owners Corporation of the Property and has provided Owners Corporation services to the Company.
3. On 22 October 2025, the plaintiff issued a creditor's statutory demand for $6,030.99, which was owed by the Company to the plaintiff pursuant to orders made in the Magistrates' Court of Victoria in late 2024 and early 2025.
4. The Company did not respond to the statutory demand within 21 days.
5. The plaintiff subsequently issued this proceeding, seeking a winding up order in relation to the Company.
6. On 21 January 2026, Registrar White made orders to wind up the Company and the Liquidator was appointed to the Company.
7. The applicant's evidence concerning the circumstances leading to the winding up of the Company was that:

(a) he did not receive the creditor's statutory demand, which was sent to the Company's registered office, which is his home address;

(b) he was travelling overseas from late December 2025 to mid-January 2026;

(c) when he returned home, he received some Court documents and mistakenly believed the winding up hearing was on 23 January 2026;

(d) as a result, he did not appear at the hearing on 21 January 2026, and the Company consequently had no representation, filed no evidence and made no submissions; and

(e) the debt claimed by the plaintiff in the statutory demand had been the subject of a dispute, in respect of which the Company and the plaintiff had exchanged a significant amount of correspondence.

1. After becoming aware of the winding up order, the applicant has retained lawyers, arranged payment of amounts outstanding to creditors and brought the application. The applicant also stated that he is now aware of the requirement for a company's registered office to be open for business during business hours. He deposed that it is his intention to change the registered office of the Company to an address that is open for business, where mail will be regularly monitored.

The financial position and solvency of the Company

1. The Liquidator has stated that he has made enquiries in relation to the creditors of the Company and he or his staff have verified that the Company's unsecured creditors as at the date of the liquidation have been paid in full, apart from the debt owed to Art Vandalay. Art Vandalay has stated that it does not seek to recover the debt owed to it.
2. The Liquidator has also confirmed that the debt owed to the plaintiff, and its costs as the petitioning creditor, have been paid.
3. In relation to the Liquidator's fees, the Liquidator has provided an estimate of his fees and costs of the liquidation. The applicant's solicitors hold a sum in their Trust Account sufficient to meet the Liquidator's expected costs and hold instructions to pay the Liquidator's costs if the winding up of the Company is terminated.
4. The Company also has finance or loan agreements with banks, where the loan amounts are secured against particular assets of the Company. The Liquidator has stated that he understands that, in the case of each loan agreement, the present value of the secured asset is sufficient to cover the amount owed by the Company and that any arrears have been paid in full.

1. The Company's principal activity is acting as trustee of the Trust. Under the terms of the Trust, the Company is automatically removed as trustee if the Company enters into liquidation. The applicant has stated that if the liquidation of the Company is terminated, he intends to have the Company reinstated as the trustee of the Trust, a position which is supported by the two unitholders of the Trust.
2. At the date of the liquidation, the Company had a number of outstanding income tax returns. The Liquidator has confirmed that the outstanding tax returns, which the applicant has since completed, have now been lodged with the Australian Taxation Office. Furthermore, the Company does not have any outstanding taxation liabilities.

1. The Court's power to terminate a winding up is conferred by s 482(1) of the Corporations Act, which provides:

(1) At any time during the winding up of a company, the Court may, on application, make an order staying the winding up either indefinitely or for a limited time or terminating the winding up on a day specified in the order.

1. The factors that generally inform the exercise of the Court's discretion on an application to terminate a winding up have been referred to in many cases, see, eg, Re On Q Group Ltd (in liq) (subject to deed of company arrangement) (2014) 104 ACSR 470; [2014] NSWSC 1428 (Brereton J) and the authorities cited at [9]. They include the attitude and interests of the creditors, the interests of the liquidator, the interests of contributories, the public interest, whether the company's debts have been paid, the company's trading position and general solvency and any explanation for any non-compliance with statutory duties and of the circumstances leading to the winding up: Re Glass Recycling Pty Ltd [2014] NSWSC 439 at [15] (Brereton J). This list of factors was set out by Master Lee QC in Re Warbler Pty Ltd (1982) 6 ACLR 526 at 533. However, it is not meant to be exhaustive or regarded as a series of rigid principles: Re MWM Sydney Pty Ltd (in liq) [2016] NSWSC 688 at [17] (Black J).
2. Furthermore, in Re On Q Group at [9], Brereton J stated that on such an application, the Court must be satisfied, first, that the state of affairs that required the company to be wound up no longer exists; thus, where the winding up was on grounds of insolvency, it will be necessary for the applicant to demonstrate that the company is not, or is no longer, insolvent, and in addition that it is likely to remain, solvent. However, the requirement for there to be some evidence which "indicates" solvency (see George Ward Steel Pty Ltd v Kizkot Pty Ltd (1989) 15 ACLR 464 at 465 (Hodgson J)) is not a requirement for there to be "proof" of solvency in the sense that the company demonstrate it would be able to defeat the application for winding-up: see Deputy Commissioner of Taxation v Annesley Plant Hire Pty Ltd [2010] FCA 755 at [12] (Finkelstein J) and the authorities referred to there; Deputy Commissioner of Taxation, in the matter of SMAR Nominees Pty Ltd (in liq) v SMAR Nominees Pty Ltd (in liq) [2017] FCA 1384 at [12] (White J); Re Day and Night Online Transport Pty Ltd (in liq) [2018] NSWSC 796 at [10] (Gleeson JA). The second broad consideration that informs the exercise of the Court's discretion - once satisfied that the state of affairs that originally required winding up no longer exists - is that it would be reasonable to entrust the affairs of the company, once again, to the directors, under whose management it previously failed: Glass Recycling at [19].

1. I am satisfied that the evidence relied upon by the applicant provides a sufficient basis for me to conclude that the winding up of the Company should be terminated. In particular, I have had regard to the following matters.
2. First, all amounts owing to the plaintiff, including the plaintiff's costs as petitioning creditor, have been paid.
3. Second, all unsecured creditors of the Company have been paid, save for the debt owed to Art Vandalay. Art Vandalay does not seek to recover the debt owed.
4. Third, the Company has sufficient funds, in the applicant's solicitor's trust account, available to meet the Liquidator's fees.
5. Fourth, whilst the Company was wound up on the basis of insolvency (or deemed insolvency, for failure to comply with a statutory demand), the Company did not appear at the hearing of the application to wind up the Company. This was due to an oversight, which the applicant has explained, and the present application was made promptly. I was satisfied, on the evidence relied on, that the applicant has established an arguable case that if the winding up is terminated the Company would be solvent: Deputy Commissioner of Taxation v Infomatix Solutions Pty Ltd [2025] FCA 1094 at [28] (Beach J).
6. Fifth, the Liquidator's investigations to date have revealed no reason why the Company should not be allowed to conduct its business as trustee of the Trust. As already mentioned, the Company's tax and reporting obligations are up to date. If the winding up is terminated, the applicant intends to take steps to change the registered office of the Company to a place where mail delivered to the Company will be monitored and have the Company reappointed as trustee of the Trust.
7. Finally, the Liquidator has given his consent to an order to terminate the winding up of the Company. In addition, the plaintiff, the shareholders of the Company and the beneficiaries of the Trust have been given notice of the application. No one sought to oppose the application.
8. For those reasons, there will be an order pursuant to s 482(1) of the Corporations Act for the termination of the winding up of the Company with immediate effect.

I certify that the preceding thirty-two (32) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Neskovcin.