RE GATEPINES GRAZING CO PTY LTD (IN LIQUIDATION); EX PARTE KUKURA as joint and several liquidator of GATEPINES GRAZING CO PTY LTD (IN LIQUIDATION) [2025] WASC 447 (17 October 2025)

1. I am satisfied on the evidence before me that the application has been served on Vernon and Linda Bolt, the directors and shareholders of Gatepines, as well as the Australian Securities and Investments Commission (ASIC).[1] Mr and Mrs Bolt consent to the application and are willing to resume control and management of Gatepines.[2] None of Mr Bolt, Mrs Bolt, or ASIC have attended the hearing of the application today, or oppose the making of the orders that are sought by the plaintiffs.

1. Gatepines was registered on 28 January 1996. It was established primarily as a vehicle to hold land for the benefit of its shareholders. Its primary assets are classes of land located at Wanderin and Hillside. The evidence before me is that the company has not traded since its registration or while it has been in liquidation.[3]
2. In about June 2023, Gatepines sought advice as to the appropriate method of transferring certain of its property to its shareholders. Based on the advice it received, on 16 August 2023, the members resolved to appoint the plaintiffs as liquidators.[4] At that time, the assets of the company were valued at approximately $10 million, it had no liabilities, and the costs of the winding up were estimated to be $20,000.
3. Since the appointment of the liquidators, it now appears that, for taxation reasons, it would be more advantageous for its members for Gatepines' property to be distributed outside of a liquidation.[5] For this reason, the liquidators now seek an order terminating the liquidation.

Should the winding up of Gatepines be terminated?

1. Pursuant to s 482 of the Act:

(a) at any time during the winding up of a company, the Court may, on application, make an order terminating the winding up on a day specified in the order;[6] and

(b) this application may be made by a liquidator of the company.[7]

1. The court's power to make an order under s 482 is discretionary. The onus is on the applicant to make out a positive case for the termination of the winding up.
2. While it is not necessary for the court to make findings as to special reasons for the termination of the winding up, there must be a valid reason for the discretion to be exercised in favour of an applicant.
3. In considering the application, factors that the court will take into account include:

(a) the attitude and interests of creditors, including any future creditors;

(b) the interests of the liquidator and whether the proposal will include payment of their costs;

(c) the company's current trading position and general solvency; and

(d) any explanation if there has been non-compliance with directors with their statutory duties and the circumstances leading to the winding up of the company.

1. On the evidence that has been filed by the plaintiffs, I am satisfied that:

(a) Gatepines has no secured or unsecured creditors, and has remained solvent throughout its registration, including its liquidation;[8]

(b) Gatepines went into voluntary liquidation in good faith, based on professional advice received at the time, for the purpose of achieving certain commercial objectives;[9]

(c) The liquidators' costs and expenses have been paid, and the liquidators do not anticipate any further expenses being incurred. They have brought this application to terminate the liquidation, signifying by that means their consent to the application;[10]

(d) Gatepines has never traded and has not conducted itself in a way that is contrary to the public interest or commercial morality. There is no evidence that either of its directors have breached the duties owed to Gatepines;[11] and

(e) finally, there is no suggestion that the termination of the winding up will prejudice any person or be contrary to public interest.[12]

1. On this basis, it is my view that it is appropriate to broadly make the orders sought in terms of the plaintiffs' originating process.

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

[1] Affidavit of Monica Hamid filed 24 September 2025 [5], 'MH1' - 'MH3'.

[2] Affidavit of Monica Hamid filed 24 September 2025 [10], 'MH5'.

[3] Affidavit of Travis Kukura filed 17 September 2025 [5], [7].

[4] Affidavit of Travis Kukura filed 17 September 2025 [13].

[5] Affidavit of Travis Kukura filed 17 September 2025 [14].

[6] Corporations Act 2001 (Cth) s 482(1).

[7] Corporations Act 2001 (Cth) s 482(1A).

[8] Affidavit of Travis Kukura filed 17 September 2025 [13], [17].

[9] Affidavit of Travis Kukura filed 17 September 2025 [12].

[10] Affidavit of Travis Kukura filed 17 September 2025 [16].

[11] Affidavit of Travis Kukura filed 17 September 2025 [17] - [18].

[12] Affidavit of Travis Kukura filed 17 September 2025 [17].