Category Corporate Law

Company Deregistration & Reinstatement, Corporate Law, Insolvency & Restructuring, Shareholder & Director Disputes, W & G Lawyers

When Can a Company Be Deregistered, and When Can Its Directors and Shareholders Lose Control?

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This article was written by Nancy Wang Principal Solicitor at W & G Lawyers.

Most small and family businesses in Queensland are run through a company owned by the same people who manage it, and it is easy to think of the company as simply “us”. The law does not see it that way. Under the Corporations Act 2001 (Cth), a company is a separate legal person, and there are several ways in which it could cease to exist, or in which its owners could lose control of it, sometimes without realising it is happening. This article explains, in general terms, how a company may be deregistered and how control may pass to an administrator, a liquidator or a receiver.

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Commercial Litigation, Company Law Updates, Corporate Law, Directors’ Duties and Governance, Insolvency and Liquidation, Limitation of Actions, Queensland Court of Appeal Decisions, Shareholder and Oppression Disputes

When Does a Director’s Signature Restart the Limitation Clock?

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——Lessons from Manicaros v Commercial Images (Aust) Pty Ltd (in liq) [2024] QCA 40

The Queensland Court of Appeal has delivered an important decision that clarifies the circumstances in which a written acknowledgment of debt can revive an otherwise statute-barred claim. In Manicaros v Commercial Images (Aust) Pty Ltd (in liq) [2024] QCA 40, the Court closely examined whether signed financial statements, internal emails, and a filed affidavit constituted valid acknowledgments under sections 35(3) and 36 of the Limitation of Actions Act 1974 (Qld), thereby causing a fresh accrual of the limitation period.

For directors, shareholders, liquidators, and insolvency practitioners, the ruling serves as a stark reminder: documents prepared in the ordinary course of business — even those that appear routine — can carry significant and unintended legal consequences.

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