Re Anagram International LLC (recs and mgrs apptd) [2025] VSC 267 (15 May 2025)

1. Under s 9 of the Act, a 'foreign company' is defined as:

(a) a body corporate that is incorporated in an external Territory, or outside Australia and the external Territories, and is not:

(i) a corporation sole; or

(ii) an exempt public authority; or

(b) an unincorporated body that:

(i) is formed in an external Territory or outside Australia and the external Territories; and

(ii) under the law of its place of formation, may sue or be sued, or may hold property in the name of its secretary or of an officer of the body duly appointed for that purpose; and

(iii) does not have its head office or principal place of business in Australia.

1. Under s 9 of the Act, a 'registrable body' is defined as a registrable Australian body or foreign company.
2. Because the Company was created as a corporation by the law of Nevada, the Company comes within paragraph (a) of the definition of a 'foreign company', and by extension, is a 'registrable body'.
3. I am satisfied that the Company is a Part 5.7 body and that the Court therefore has the powers to make the orders sought.
4. Section 583(c) of the Act contains an exhaustive list of the grounds upon which a Part 5.7 body may be wound up, which relevantly include if the Part 5.7 body is unable to pay its debts or has ceased to carry on business in this jurisdiction.[3]
5. Section 585(d) of the Act provides that for the purposes of Part 5.7, a Part 5.7 body is taken to be unable to pay its debts if it is proved to the satisfaction of the Court that it is unable to pay its debts.
6. The Court's powers in respect of a foreign entity under Part 5.7 are exercisable regardless of whether any winding up has occurred in the place of incorporation of the foreign company or is likely to occur and even when the company has been dissolved in its place of incorporation.[4]
7. Once a registrable body that is a foreign company becomes registered under Part 5B.2 Div 2 of the Act, or carries on business in Australia, it becomes a Part 5.7 body which is thereafter susceptible to an order for winding up, regardless of whether it subsequently becomes deregistered or ceases to carry on business in Australia. Once it becomes a Part 5.7 body it has effectively submitted to the jurisdiction conferred by the Act for its winding up.[5]
8. Neither s 583 or any other provision in Part 5.7 says anything as to who may apply for the winding up of a Part 5.7 body. In Trans Pacific Insurance Corporation & Anor v Douglas,[6] Barrett J held that the question should be approached by reference to the general provisions of Chapter 5 of the Act, subject to 'such adaptations as are necessary'. Under s 462(2) of the Act, the Company itself has standing to seek winding up. The Director of the Company seeks the winding up order.

1. The evidence before me establishes that the Company has ceased to carry on business in this jurisdiction and is unable to pay its debts.
2. In this regard, on 18 October 2024, the Receivers executed an Asset Sale Agreement pursuant to which the business and assets of the Company were sold to Anagram Australia.
3. Prior to the appointment of the Receivers, the Company traded profitably and had a net asset position of approximately AUD $27.3 million (which sum included approximately AUD $24.4 million in related-party loan receivables payable by other Wonder Group companies).
4. Upon the completion of the Asset Sale Agreement on 31 October 2024, the Company ceased trading and all of its employees were transferred to Anagram Australia. The Company no longer has any function within the Wonder Group or otherwise. The Company has debts totalling $13.05 million and a net asset deficiency of $8.5 million. It has no ability to pay those debts.
5. In those circumstances, I accept that it is appropriate for the Company to be wound up and for Mr Stone to be appointed as liquidator of the Company.

1. For the reasons expressed above, I make the following orders:

(i) The Company be wound up pursuant to s 583(c)(i) of the Act.

(ii) Mr Jason Glenn Stone of PKF Melbourne, a registered liquidator, be appointed as liquidator of the Company.

(iii) The costs of the Application be the costs in the winding up of the Company.

[1] Affidavit of Paul James Cox filed 12 May 2025, [5].

[2] Titchfield Management Ltd v Vaccinoma Inc [2008] NSWSC 1196; (2009) 68 ACSR 448.

[3] Peninsular Group Ltd v Kintsu Co Ltd (1998) 44 NSWLR 534, [543] (Sheppard AJA, Meagher JA and Sheller JA agreeing); Re Trans Pacific Insurance Corporation & Anor v Douglas [2009] NSWSC 308; (2009) 71 ACSR 569, [12]-[14] (Barrett J)

[4] Corporations Act 2001 (Cth), s 582(3).

[5] Australian Securities and Investments Commission v Edwards [2004] QSC 344; 22 ACLC 1469, [41] (McMurdo J).

[6] [2009] NSWSC 308; (2009) 71 ACSR 569, [17].