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

This case started with a fairly small debt but ended with a company being wound up and then asking the Federal Court to undo that result. The company, 15 Currie Crt Property Holdings Pty Ltd, was not just an ordinary trading company. It acted as trustee of the Currie Crt Property Trust and held property in Seaford, Victoria. The owners corporation for that property said the company owed $6,030.99 under earlier Magistrates' Court orders and served a creditor's statutory demand on 22 October 2025.

The company did not comply with the statutory demand within 21 days. That failure led to winding up proceedings. On 21 January 2026, Registrar White made a winding up order and appointed a liquidator. Importantly, the company was wound up in its absence. This was not a case where the company fully contested the winding up application and lost after a detailed hearing. The later judgment makes clear that the company had not appeared, filed evidence or made submissions when the winding up order was made.

The director, Mr Vjekoslav Fak, later explained how that happened. He said the statutory demand had been sent to the company's registered office, which was his home address, but he did not receive it. He was overseas from late December 2025 to mid-January 2026. When he returned, he received some court documents but mistakenly believed the hearing date was 23 January 2026 rather than 21 January 2026. By the time he realised what had happened, the company had already been placed into liquidation.

After that, the company moved quickly. Mr Fak retained lawyers and filed an application on 5 February 2026 asking the Court to terminate the winding up under section 482 of the Corporations Act. The application was supported by affidavit evidence from Mr Fak, the liquidator and the company's solicitors. That evidence was directed to a practical question: had the circumstances that justified liquidation now been fixed, and should the Court return control of the company to its directors?

The application to terminate the winding up was not decided after an oral hearing. The Court said there was no real issue of fact relevant to the determination of the application and that the legal arguments could be dealt with adequately by written submissions. It was therefore determined on the papers under section 20A of the Federal Court of Australia Act 1976.

That procedural point matters because it helps explain the shape of the judgment. The Court was not resolving a long factual contest between competing witnesses. Instead, it was assessing affidavit material about the company's current position, the explanation for the earlier non-appearance, the status of creditors, the liquidator's investigations and whether anyone opposed the application.

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, filed evidence in support of the application, but did not seek to be heard. The judgment also records that the plaintiff, the shareholders of the company and the beneficiaries of the trust had notice of the application, and no one sought to oppose it.

For business owners, this shows that a post-liquidation application can be highly evidence-driven. If the relevant facts are clear and supported by affidavits, the Court may decide the matter on the papers. But that does not make the exercise easy. The evidence still needs to deal with creditors, solvency, compliance, the liquidator's position and the future management of the company.

The legal question was whether the Court should exercise its discretion under section 482(1) of the Corporations Act to terminate the winding up. The judgment summarises the usual factors that inform that discretion. They include the attitude and interests of 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 non-compliance with statutory duties and the circumstances that led to the winding up.

The Court also highlighted two broader considerations. First, the state of affairs that required the company to be wound up must no longer exist. Where the winding up was based on insolvency or deemed insolvency from failure to comply with a statutory demand, the applicant needs to show the company is not, or is no longer, insolvent and is likely to remain solvent. The judgment makes clear that this does not require absolute proof in the sense of showing the company could have defeated the original winding up application. The Court referred to the need for evidence indicating solvency and said an arguable case could be enough in the circumstances.

Second, once the original insolvency concern has been addressed, the Court must consider whether it is reasonable to entrust the affairs of the company back to the directors under whose management it previously failed. That is a very practical point. A company does not automatically get out of liquidation just because the debt has now been paid. The Court also looks forward and asks whether management can be trusted to run the company properly from here.

That second consideration was especially important in this case because the company had missed a statutory demand, failed to appear at the winding up hearing and had outstanding tax returns at the date of liquidation. The Court therefore needed to be satisfied not only that the debts had been dealt with, but also that the governance problems had been addressed in a credible way.

The Court identified a series of concrete matters that supported termination of the winding up. First, all amounts owing to the owners corporation, including its costs as petitioning creditor, had been paid. Second, all unsecured creditors had been paid except for a debt owed to Art Vandalay Investment Holdings Pty Ltd, and that related company did not seek to recover the debt. Third, the applicant's solicitors held enough money in their trust account to meet the liquidator's expected fees if the winding up was terminated.

Fourth, the Court accepted the explanation for the company's earlier failure to appear. The judgment describes that failure as due to an oversight that the applicant had explained, and it noted that the present application had been made promptly. The Court was satisfied on the evidence that the applicant had established an arguable case that, if the winding up were terminated, the company would be solvent.

Fifth, the liquidator's investigations had revealed no reason why the company should not be allowed to conduct its business as trustee of the trust. The company's tax and reporting obligations were up to date by the time of the application. The liquidator confirmed that outstanding tax returns had been lodged and that there were no outstanding taxation liabilities. The judgment also records that the company had secured finance arrangements, but the liquidator understood the secured assets were sufficient to cover the secured debts and any arrears had been paid in full.

The Court also took into account the company's proposed governance changes. Mr Fak said he was now aware of the requirement for a company's registered office to be open for business during business hours and intended to change the registered office to an address where mail would be regularly monitored. That mattered because the original problem was not just the debt. It was also the company's failure to deal with formal documents sent to its registered office and its failure to appear when the winding up application was heard.

Finally, the liquidator consented to the order and no one opposed the application. In a discretionary application of this kind, that combination of paid creditors, covered liquidation costs, updated compliance, evidence of solvency, a prompt application and no opposition was powerful.

Two practical features of this case stand out for business owners. The first is the registered office issue. The statutory demand was sent to the company's registered office, which was the director's home address. The director said he did not receive it. He later acknowledged the requirement for a company's registered office to be open for business during business hours and said he intended to move the registered office to a place where mail would be monitored.

That is a serious governance point. A company can be commercially active and still end up in liquidation if no one is reliably checking the registered office, opening mail and escalating formal documents immediately. Courts may accept an explanation for an oversight, but they will usually want to see corrective action, not just regret.

The second feature is the trust structure. The company was acting as trustee of the Currie Crt Property Trust. The judgment says that under the terms of the trust, the company was automatically removed as trustee if it entered liquidation. That means the winding up had consequences beyond the company's own status. It affected who could act as trustee of the trust. Mr Fak said that if the liquidation was terminated, he intended to have the company reinstated as trustee, and that this was supported by the two unitholders of the trust.

For businesses using a corporate trustee, this is a reminder to check the trust deed carefully. Liquidation can trigger automatic removal, replacement rights or other control changes. Even if the company later succeeds in ending the winding up, there may still be practical steps needed to restore the trustee position and regularise trust administration.

This decision is not a signal that winding up orders are easy to reverse. The company succeeded because it came to Court with evidence, not assumptions. The petitioning creditor had been paid. Other unsecured creditors had been paid. The liquidator's fees were covered. Tax returns had been lodged. The liquidator consented. No one opposed the application. The Court was also satisfied there was an arguable case for solvency and that there was a practical plan to improve governance, including changing the registered office.

Just as importantly, the Court focused on whether it was reasonable to return the company to the directors. That is a forward-looking question. A director asking the Court to end a winding up should expect scrutiny of how the earlier failure happened and what systems will be different in future. In this case, the explanation for the missed documents and hearing date was accepted in the context of prompt action and concrete remediation.

For directors, the safest reading is operational rather than theoretical. Keep the registered office accurate and monitored. Treat statutory demands and court documents as urgent. If there is a dispute about a debt, get advice before the statutory demand deadline expires. If a winding up application has already been filed, diarise the hearing date carefully and make sure the company is represented. If liquidation has already occurred, any application to terminate it should be supported by detailed evidence from the people who can speak to debts, solvency, compliance and the liquidator's position.

This case also shows that a relatively small debt can expose larger structural weaknesses. The Court was prepared to terminate the winding up here, but only after the company demonstrated that the original problem no longer existed and that management could be trusted again. That is a high bar compared with simply dealing with the statutory demand correctly in the first place.

The company was incorporated on 19 November 2020 and became trustee of the trust on that date. The owners corporation served the statutory demand on 22 October 2025. The company was wound up on 21 January 2026. The director filed the application to terminate the winding up on 5 February 2026. The Federal Court delivered judgment on 12 March 2026 and terminated the winding up with immediate effect.

The judgment records that the matter was determined on the papers. It also records that the Court gave leave to the director to bring the interlocutory application and dispensed with certain procedural requirements under the Federal Court (Corporations) Rules 2000.