RE THE WEST AUSTRALIAN GROUP TRAINING SCHEME (INCORPORATED) (IN LIQUIDATION) [2026] WASC 44 (23 February 2026)

(a) estimated total realisable assets totalling $222,330.47; and

(b) estimated liabilities (unsecured creditors) of $684,000.[6]

1. On 13 March 2023, Mr Dixon formally recorded his appointment as liquidator of WAGTS by giving notice to the Department of Mines, Industry Regulation and Safety (DMIRS),[7] by way of Form 505, Notification of appointment as an external administrator.[8]
2. On 21 March 2023, Mr Dixon distributed an Initial circular to creditors (Initial Circular to Creditors) to the known creditors of WAGTS, which at that stage comprised a priority creditor for an unascertained amount and the Australian Taxation Office for an amount of $640,000.[9]
3. On 9 June 2023, Mr Dixon issued a statutory report of that date to creditors (Statutory Report to Creditors)[10] which, amongst other things, sets out:

(a) the books and records he had received relating to WAGTS' financial affairs;

(b) WAGTS' estimated assets and liabilities, which at that time included $65,208 in respect of a claim for entitlements by a former employee (a priority creditor) and $664,088 payable to the Australian Taxation Office;

(c) actions undertaken to that date in the liquidation and the remaining actions and enquiries to be undertaken; and

(d) potential recovery actions to be considered, including claims against members of WAGTS' management committee for insolvent trading, unfair preferences and uncommercial transactions, amongst others.

1. Mr Dixon subsequently lodged a report of his investigations into WAGTS' affairs with DMIRS, as required by s 533 of the Corporations Act.[11]
2. Mr Dixon sent letters of demand claiming the return of unfair preference payments:

(a) on 12 July 2023, to Mr Pace and Infinite Developments Pty Ltd (of which Mr Pace is director and shareholder) for $190,817;[12]

(b) on 24 October 2023, to Mr Pace's spouse, Samantha Pace, for $26,208.[13]

1. On 22 August 2025, a further letter of demand was sent to Mr Pace and Infinite Developments Pty Ltd.[14]
2. On 5 September 2025, Mr Dixon received correspondence from M6:8 Legal, on behalf of Mr Pace and Infinite Developments Pty Ltd, seeking evidence of his appointment as liquidator of WAGTS.[15]

1. Mr Dixon deposes that he has undertaken his role as liquidator of WAGTS on the understanding that he was duly appointed as its liquidator in accordance with the Rules and s 121 of the AI Act. However, it has been brought to his attention that, as WAGTS did not have surplus property at the date of his appointment, as provided in s 121, it would be prudent for WAGTS to seek orders to ratify or regularise the winding up and his appointment as liquidator.[16]
2. Alternatively, WAGTS seeks orders that it be wound up pursuant to s 123 of the AI Act and s 583 of the Corporations Act, and appointing Mr Dixon as liquidator of WAGTS, effective from the date of his appointment, being 10 March 2023.
3. During the hearing on 5 February 2026, counsel was unable to point to any specific power of the court to make a declaration in the terms sought or to regularise the appointment of the liquidator. Nor was any authority identified in support of such a course, or in respect of making a winding up order and orders for the appointment of a liquidator to take effect on a date earlier than the date of the orders.
4. Under s 447A(4)(f) of the Corporations Act, an administrator, who has been invalidly appointed and has acted based on their purported appointment, may make an application, as an interested person, for orders to validate their appointment.[17]
5. Section 447A empowers the Court to make such orders as it thinks appropriate about how Pt 5.3A is to operate in relation to a particular company. Whilst the Court's power under s 447A is broad, it is not unlimited.[18] Further, the power vested in a court by s 447A is a statutory power which may be exercised only for the purpose for which it was granted. An order made under s 447A must have a nexus with the objects of Pt 5.3A and how Pt 5.3A is to operate in relation to a particular company.[19]
6. There is no corresponding provision in the Corporations Act specifically empowering the Court to make an order validating the appointment of a liquidator.
7. At the initial hearing, WAGTS focused on the alternative orders sought, effectively seeking orders that WAGTS be wound up by the court and Mr Dixon appointed as its liquidator, both with effect from 10 March 2023.
8. For the reasons outlined by counsel on behalf of WAGTS at the hearing of the application on 5 February 2026, it is submitted that the court can be satisfied on the evidence of Mr Dixon that WAGTS was insolvent when its management committee and only members passed the resolution to wind up WAGTS and appoint Mr Dixon as its liquidator on 10 March 2023, and remains so.
9. Mr Dixon deposes that, for the reasons set out in the Form 509, Initial Circular to Creditors and the Statutory Report to Creditors, WAGTS was unable to pay its debts and was insolvent as at 10 March 2023, when the resolution was passed, and remains so. WAGTS ceased to carry on business in 2018, and the only remaining business was, and is, to wind up its affairs.[20]
10. As at the date of the Dixon Affidavit, 11 December 2025, the amount claimed by the priority creditor remained at $65,208.44, and the unsecured creditors' claims totalled $685,945.62,[21] mostly made up of the amount owed to the Australian Taxation Office which, by that time, had increased to $685,645.08.[22]
11. It was submitted that the court's power to wind up WAGTS pursuant to s 123 of the AI Act and s 583 of the Corporations Act is enlivened on two bases. They are that WAGTS was, and is, unable to pay its debts when they fall due and therefore insolvent. Further, on the ground that, in the circumstances of this case, it is just and equitable that WAGTS be wound up, and for the court to make the orders sought for the winding up of WAGTS and appointment of the liquidator to take effect from 10 March 2023, so as to regularise the winding up and appointment of the liquidator. The relevant circumstances outlined may be summarised as follows:
    1. It was clearly the intention of the management committee and the members of WAGTS that WAGTS be wound up from the date the resolution was passed, 10 March 2023, at which time it had formed the view it could not continue to trade because of its liabilities.
    2. Other parties interested in WAGTS' affairs are also on notice of its intention to be wound up with Mr Dixon acting as its liquidator, given the information reported to DMIRS and WAGTS' creditors in the Form 509, Initial Circular to Creditors and the Statutory Report to Creditors.
    3. Mr Dixon has already undertaken significant steps in relation to the winding up of WAGTS, as deposed to by him and set out in Initial Circular to Creditors and the Statutory Report to Creditors.
    4. Granting the orders sought will allow Mr Dixon to continue his actions as liquidator for the benefit of WAGTS' creditors, including to proceed with recovery action with respect to potential voidable transactions,[23] noting the relation back period to maintain the potential unfair preference claims,[24] and the limited time remaining within which such claims may be made.
12. Following the hearing on 5 February 2026 and before delivering my decision, I sought further submissions from WAGTS to clarify the orders sought, and in respect of the court's power to make orders that WAGTS be wound up and Mr Dixon appointed as its liquidator retrospectively, with effect from 10 March 2023.
13. Written submissions were filed on 19 February 2026. In those submissions, WAGTS stated that it no longer intends to press for the declaratory relief sought. Rather, it seeks the orders outlined above for the winding up of WAGTS and the appointment of Mr Dixon as its liquidator so that the liquidation, which is significantly advanced, may be progressed in an orderly way.
14. In relation to the court's power to make the orders sought to take effect from 10 March 2023, WAGTS referred to Re Order of AHEPA NSW Inc,[25] in which relief was sought pursuant to s 447A of the Corporations Act, although not granted under that provision, that would have the effect of validating the appointment of administrators to an incorporated association. WAGTS notes, and accepts, that case concerned the appointment of administrators, as opposed to a liquidator, but submits it may be relied upon as authority to support procedural back-dating.
15. I do not accept that submission. The circumstances of the application before the court in Re Order of AHEPA NSW Inc differ to those in this case. In any event, as outlined earlier in these reasons, s 447A provides the court with specific power in relation to how Pt 5.3A is to operate in relation to a particular company and relates specifically to Pt 5.3A, which concerns administration, not winding up and liquidation.
16. However, for the reasons that follow, I consider that it is appropriate in the specific circumstances of this case, which are out of the ordinary, to make the orders sought and to take effect from 10 March 2023.

1. I am satisfied, on the evidence before me, that when the special resolution was passed on 10 March 2023 to wind up WAGTS and appoint Mr Dixon as its liquidator, WAGTS was insolvent. The minutes of the meeting record that the management committee considered WAGTS' financial position and formed the opinion that because of its liabilities it could not continue to trade. The Form 509 records that, as at 10 March 2023, WAGTS had an estimated deficiency of assets over liabilities of $461,669.53 with estimated total realisable assets totalling $222,330.47 and estimated liabilities of $684,000.
2. Mr Dixon, a registered liquidator, gives evidence in his affidavit by reference to the matters set out in the Form 509, Initial Circular to Creditors and the Statutory Report to Creditors, that WAGTS was unable to pay its debts and was insolvent as at 10 March 2023, when the resolution was passed, and remains so. As noted, the amount owing to the Australian Taxation Office has increased to $685,645.08 bringing WAGTS' total liabilities to $685,945.62.
3. As stated, rule 49 of the Rules provides that WAGTS may be wound up by special resolution being passed by a 75% majority (calculated by number of votes) of members present. The special resolution is recorded as having been passed unanimously at a general meeting of WAGTS' management committee. The minutes of the meeting also record that the members of WAGTS were in attendance and the Chairperson declared a quorum to be present.
4. It is clear that the management committee and members of WAGTS, having considered WAGTS' financial position, had determined that it could not continue to trade because of its liabilities and resolved to wind it up. The language used expressly refers to WAGTS being wound up 'in voluntary liquidation pursuant to the [AI Act]'.
5. Section 121 of the AI Act provides for voluntary winding up of an incorporated association but applies to an incorporated association that has surplus property to be distributed on winding up. It is in the following terms:
   1. Voluntary winding up under Corporations Act

(1) This section applies to an incorporated association that has surplus property to be distributed on winding up.

(2) An incorporated association may be wound up voluntarily if the association so resolves by special resolution.

(3) The voluntary winding up of an incorporated association is declared to be an applied Corporations legislation matter in relation to the Corporations Act Parts 5.5 and 5.6 subject to the following modifications -

(a) the modifications of the text of that Act set out in Schedule 3;

(b) such other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 Part 3) as may be prescribed by the regulations.

...

1. WAGTS did not have surplus property available to be distributed. As such, it could not be wound up voluntarily 'under the [AI Act]'. However, its management committee and members unanimously resolved to appoint Mr Dixon as liquidator of WAGTS and the Chairperson of the committee, Mr Pace, signed the Form 509. On that basis, Mr Dixon confirmed and notified his appointment to DMIRS and has progressed the winding up.

The relevant statutory provisions - winding up of an incorporated association by the Supreme Court

1. The Supreme Court has power, pursuant to s 123 of the AI Act, to wind up an incorporated association on application made on any of the grounds specified in Sch 4. Relevantly, read with s 123:

(a) clause 5 of sch 4 provides that the court may wind up incorporated association if it is unable to pay its debts as and when they become due and payable; and

(b) clause 10 of sch 4 provides that the court may wind up an incorporated association if it is of the opinion that it is just and equitable that it should be wound up.

1. Relevantly, s 124(a) of the AI Act provides that an application for the winding up of an incorporated association may be made by the incorporated association.
2. Section 125 of the AI Act provides, relevantly, that the winding up of an incorporated association by the Supreme Court is declared to be an applied Corporations legislation matter in relation to Pt 5.7 of the Corporations Act, subject to certain modifications.
3. Part 5.7 of the Corporations Act applies to winding up bodies other than companies and applies to an incorporated association by operation of s 125(1)(b) of the AI Act.
4. Section 583 of the Corporations Act provides that, subject to Pt 5.7, a Pt 5.7 body may be wound up under this chapter (chapter 5), which applies with such adaptations as are necessary.
5. Section 583(c) of the Corporations Act sets out the circumstances in which a Pt 5.7 body, which includes an incorporated association, may be wound up. They include, relevantly:

(c) the circumstances in which a Part 5.7 body may be wound up are as follows:

(i) if the [incorporated association] is unable to pay its debts, ...

(ii) if the Court is of the opinion that it is just and equitable that the [incorporated association] should be wound up;

1. Section 585(d) of the Corporations Act provides that, for the purposes of Part 5.7, a Pt 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.
2. In Re Anagram International LLC,[26] Gobbo AsJ, considered and determined an application made pursuant to s 583 of the Corporations Act for the winding up of a Pt 5.7 body, which in that case was a company registered in the USA that had ceased to carry on business in Australia. Her Honour observed that the winding up jurisdiction created by s 583 is discretionary[27] and, having considered the provision, stated that it follows that it will be open to the court to make a winding up order under s 583(c), if the company is within the definition of a 'Part 5.7 body'.[28]
3. As Gobbo AsJ observed, in Re Anagram, s 583 of the Corporations Act is silent as to who may apply for the winding up of a Pt 5.7 body. Her Honour referred to Trans Pacific Insurance Corporation & Anor v Douglas,[29] in which Barrett J held that the question should be approached by reference to the general provisions of chapter 5, subject to such adaptations as are necessary.[30]
4. Section 462(2) of the Corporations Act, which is within chapter 5, provides that, relevantly, the company itself, or in this case the incorporated association (WAGTS) has standing to apply for its winding up.
5. Section 467(1) sets out the court's powers on hearing a winding up application, which include, amongst the other powers stated, making any interim or other order it thinks fit[31] (my emphasis). The section is subject to s 467(2) and s 467A, neither of which are relevant in the circumstances of this case.
6. In the circumstances of this particular case which are, as I have said, out of the ordinary, it is appropriate in my view, that the winding up of WAGTS and the appointment of Mr Dixon as its liquidator on 10 March 2023 be regularised by making orders that WAGTS be wound up pursuant to s 123 of the AI Act and s 583 of the Corporations Act.
7. As I have stated, I am satisfied that WAGTS was unable to pay its debts, as at 10 March 2023, and that position is unchanged. Its total liabilities have increased in the time that has passed since that date.
8. I accept the evidence of Mr Dixon, as a registered liquidator, that WAGTS was unable to pay its debts and was insolvent at the time the resolution was passed on 10 March 2023. The management committee of WAGTS, and WAGTS' two members unanimously resolved that WAGTS should be wound up and Mr Dixon appointed as its liquidator on that basis, having considered its financial statements. WAGTS' insolvency then, and now, is also verified by the notices and reports referred to in the Dixon Affidavit.
9. I am also of the opinion that it is just and equitable in the circumstances of this case that WAGTS be wound up and that orders should be made to wind up WAGTS on both grounds pursuant to s 123 of the AI Act and s 583 of the Corporations Act. I consider it is appropriate in this case that those orders be made to take effect from 10 March 2023, and such orders may and should be made pursuant to s 467(1)(c).
10. This is not an order I make lightly but one I consider fit in the particular circumstances of this case. This is not to be taken as a precedent for making orders for winding up or the appointment of a liquidator to take effect other than on the date orders are made. In my view, there will be very limited circumstances in which such an order should be made or there will be any reason to depart from the usual course.
11. I consider this is an exceptional case and such an order is warranted because, as has been submitted, it was clearly the intention of the management committee and the members of WAGTS that it be wound up from the date the resolution was passed, being 10 March 2023. The management committee and members reached that position, having reviewed WAGTS' financial position and formed the view that WAGTS could not continue to trade because of its liabilities.
12. Further, Mr Dixon accepted the appointment and has performed his role as liquidator in the belief that his appointment is regular. He has undertaken a significant amount of work in relation to the winding up of WAGTS, as he refers to in the Dixon Affidavit and by reference to his Initial Circular to Creditors and Statutory Report to Creditors.
13. Section 472(1) of the Corporations Act provides that the court may appoint a registered liquidator. Mr Dixon consented to his appointment as liquidator at the time the special resolution was passed in March 2023. He has also provided his consent to act as liquidator in the required form for the purpose of this application.
14. In my opinion it is just and equitable, and in the interests of the creditors to make the orders sought and for them to take effect on the earlier date. This will enable Mr Dixon to continue his actions to wind up WAGTS' affairs for the benefit of WAGTS' creditors, including to proceed with the foreshadowed recovery action with respect to potential voidable transactions.[32] It is in the interests of justice and the creditors' interests that the winding up progress as efficiently and conveniently as possible and to avoid wasted time and resources, which would likely diminish the amount ultimately available to be paid to the creditors.
15. As to the procedural requirements for making a winding up order, as noted, Mr Dixon has given his consent to act as WAGTS' liquidator in the required form. In the circumstances of this case, as outlined, I am satisfied that it is appropriate to exercise my discretion under s 467(3)(b) of the Corporations Act, which permits the court to dispense with any other procedural requirements as to notices being given or steps being taken that are required by the Corporations Act, or the rules of court.
16. As the application has proceeded on an ex parte basis, neither DMIRS (or its successor), or the primary creditors have been put on notice of it. However, as submitted, the management committee and members of WAGTS resolved that it should be wound up on 10 March 2023. They and other parties interested in WAGTS' affairs are also on notice of its intention to be wound up, with Mr Dixon acting as its liquidator, given the information reported to DMIRS and WAGTS' creditors in the Form 509, Initial Circular to Creditors and the Statutory Report to Creditors.
17. Although it may be unlikely that they would take any issue with the relief sought and to be granted, when the final orders are made to give effect to these reasons, they should include orders requiring the plaintiff to cause notice of the orders to be given to the Department of Local Government, Industry Regulation and Safety (DMIRS' successor), to the priority creditor and to the Australian Taxation Office, being the primary creditors of WAGTS.
18. I also raised with counsel, who accepted that it was appropriate, that notice of the orders be given to those against whom it is proposed to take any action in relation to the alleged unfair preference claims, and that any person demonstrating sufficient interest to vary or discharge the orders made should have liberty to apply to the court within a specified time.

1. For these reasons, I am satisfied that it is appropriate to order that WAGTS be wound up pursuant to s 123 of the AI Act and s 467(1)(c), s 583(c)(i) and s 583(c)(ii) of the Corporations Act, and that Stephen Robert Dixon be appointed as liquidator of WAGTS, with effect from 10 March 2023.
2. I will hear from counsel as to the final form of the orders to be made and to give effect to these reasons in relation to the costs of the application.

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

[4] See Dixon Affidavit 'SRD 1', page 8.

[17] See Re Leeuwin Ocean Adventure Foundation Limited (In Administration); Ex parte John Allan Bumback and Richard Scott Tucker as joint and several administrators of Leeuwin Ocean Adventure Foundation Limited [2023] WASC 480 [16] (Hill J), citing Re Pasdonnay Pty Ltd (ACN 009 131 622) (admin apptd); McDonald [2005] FCA 335; (2005) 53 ACSR 717 [17].

[18] Correa v Whittingham [2013] NSWCA 263; (2013) 278 FLR 310 [2] - [8], [97] - [105], [304], citing Honest Remark Pty Ltd v Allstate Explorations NL [2006] NSWSC 735; (2006) 201 FLR 456 [66] and Re New Tel Limited (in liq) [2004] FCA 1154; (2004) 210 ALR 270 [7].

[19] Honest Remark Pty Ltd v Allstate Explorations NL [66].

[21] Mr Dixon deposes at [8] that the unsecured creditors' claims total is $685,944.62. It is not clear whether this is a typographical error, as the aggregate of claims provided totals $685,945.62.

[25] Re Order of AHEPA NSW Inc [2020] NSWSC 1626 (Black J).

[26] Re Anagram International LLC [2025] VSC 267 (Re Anagram).

[27] Re Anagram [23], citing Titchfield Management Ltd v Vaccinoma Inc [2008] NSWSC 1196; (2009) 68 ACSR 448.

[29] Trans Pacific Insurance Corporation & Anor v Douglas [2009] NSWSC 308; (2009) 71 ACSR 569 [17] (Barrett J).

[31] Corporations Act s 467(1)(c).