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[2026] NSWSC 192

In the matter of Remi Investment Services Pty Ltd

Orders made to rectify ASIC register and to relieve the plaintiffs from any civil liability pursuant to s 1322 of the Corporations Act 2001 (Cth)

Catchwords

CORPORATIONS – application for rectification of register maintained by ASIC – where no substantial injustice caused or is likely to be caused by such rectification – where plaintiffs seek relief from any civil liability in respect of the lodgement of ASIC forms – rectification ordered – relief from civil liability granted

Cases cited

  • In the matter of DJG Equities Pty Ltd[2014] NSWSC 194
  • In the matter of Whitsunday Clean Sands Pty Ltd[2017] NSWSC 1199

Legislation cited

  • Corporations Act 2001 (Cth)

Judgment

  1. [1]

    The plaintiffs, by way of their originating process filed on 17 November 2025, seek orders to rectify the register maintained by the defendant, the Australian Securities and Investments Commission. In particular, the plaintiffs seek the removal from the register of Mr Stepancic and Mr Waters, the second and third plaintiffs respectively, as directors of Remi Investment Services Pty Ltd, which has been deregistered. The relief is sought pursuant to s 1322(4)(b) of the Corporations Act 2001 (Cth).

  2. [2]

    ASIC did not appear on the application, however, its attitude to the relief sought has been established on the evidence. Attempts have been made to notify the former director of Remi, Mr Prestige, of this application. Those attempts have not been successful.

  3. [3]

    The plaintiffs rely on evidence from Mr Stepancic and Mr Waters. The pertinent matters arising from that evidence are as follows:

    1. (1)

      The first plaintiff, Private LC Pty Ltd, entered into an agreement to buy the shares of Remi on or about 9 March 2022. That agreement provided for the completion of the sale of shares at a time and place to be agreed by the parties. Completion never occurred.

    2. (2)

      In 2023, Mr Stepancic and Mr Waters first became aware that they had been listed on the ASIC register as directors of Remi. Further, Private was recorded as the shareholder of Remi, notwithstanding that the completion of the sale agreement never occurred.

    3. (3)

      Mr Stepancic and Mr Waters gave evidence that they never consented to the filing of any instrument to record them as directors of Remi, or that Private be recorded as Remi's shareholder. They deny that they were ever appointed as directors of Remi or that they ever acted in such a capacity. That evidence is supported by the fact that the sale of shares never completed.

    4. (4)

      Despite various attempts, the plaintiffs have been unable to rectify the register.

    5. (5)

      On 1 September 2025, Remi was deregistered.

  4. [4]

    The principles that govern this application are well-known. The authorities establish that where a person has not consented to his or her appointment as a director, either in writing or in fact, then that person's appointment will be invalid by reason of s 201D and s 204C of the Corporations Act and also at general law: see In the matter of Whitsunday Clean Sands Pty Ltd [2017] NSWSC 1199 at [15] per Black J. Based on the evidence before me, I am satisfied that neither Mr Stepancic nor Mr Waters were validly appointed as directors of Remi.

  5. [5]

    The Court has power to order the rectification of the register maintained by ASIC under s 1322(4)(b) of the Corporations Act. The register of directors and shareholders is a register kept by ASIC: see s 1274.

  6. [6]

    The Court has power to rectify the register to correct incorrect information which was included in a notification required to be given to ASIC: see In the matter of DJG Equities Pty Ltd [2014] NSWSC 194 at [6] per Black J. As I have indicated, the evidence demonstrates that the recording of Mr Stepancic and Mr Waters as directors of Remi was incorrect, as was the recording of Private as Remi's shareholder. The record of Remi’s registered address is also incorrect.

  7. [7]

    ASIC has confirmed that it does not seek to be heard on the plaintiffs’ application to rectify the register. It has also confirmed that it is able to give effect to the proposed orders for rectification.

  8. [8]

    Section 1322(6)(c) of the Corporations Act provides that the Court must not make an order under s 1322 unless it is satisfied that no substantial injustice has been or is likely to be caused to any person. There is no reason to think that there could be any injustice caused or likely to be caused to any person arising from the proposed rectification of the register. The register will come to reflect the underlying facts as to the identity of the directors of Remi and its shareholders prior to its deregistration. Accordingly, I am satisfied that no substantial injustice has been or is likely to be caused to any person.

  9. [9]

    The plaintiffs also seek an order pursuant to s 1322(4)(c) of the Corporations Act that the plaintiffs be relieved from any civil liability in respect of the lodgement of the ASIC forms that give rise to their application for rectification. The relief sought extends to the lodgement of ASIC forms that was undertaken in an attempt, by the plaintiffs, to have the register rectified, or at least corrected, without having to make this application. ASIC has indicated that it neither opposes nor consents to this proposed order.

  10. [10]

    In respect of an application under s 1322(4)(c), the Court must not to make an order unless it is satisfied that the persons the subject of the civil liability concerned acted honestly and that no substantial justice has been or is likely to be caused to any person: see s 1322(6)(b) and (c).

  11. [11]

    On the evidence before me, I am satisfied that the plaintiffs have acted honestly in relation to the relevant lodgement of forms. I am also satisfied that an order pursuant to s 1322(4)(c) will not cause any substantial injustice or be likely to cause any substantial injustice to any person.

  12. [12]

    For those reasons, I will make the following orders:

    1. (1)

      An order pursuant to s 1322(4)(b) of the Corporations Act 2001 (Cth) (Act) that Australian Securities and Investments Commission (ASIC) rectifies the register by:

    2. (2)

      An order pursuant to s 1322(4)(b) of the Act that rectifies the register by:

    3. (3)

      Pursuant to s 1322(4)(c) of the Act, the first plaintiff, the second plaintiff and the third plaintiff be relieved from any civil liability in respect of the lodgement of the forms in orders 1 and 2 above.

Unofficial copy. Source: NSW Caselaw. Refer to the official version for authoritative text.