Federal Court of Australia

Dayforce Australia Pty Ltd, in the matter of Dayforce Australia Pty Ltd [2026] FCA 409

ORDERS

THE COURT DECLARES THAT:

1.    Pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth), the Assumption Deed executed by the third to ninth and nineteenth to twenty-sixth plaintiffs on 13 September 2019 (Assumption Deed) is not invalid by reason of any non-compliance with ASIC Pro Forma 27 or the ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 (the Instrument).

2.    Pursuant to s 1322(4)(a) of the Act, the Revocation Deed executed by the third to ninth and nineteenth to twenty-sixth plaintiffs on 7 December 2021 (2021 Revocation Deed) is not invalid by reason of any non-compliance with ASIC Pro Forma 26 or the Instrument.

3.    Pursuant to s 1322(4)(a) of the Act, the Deed of Cross Guarantee executed by the second to fifteenth and nineteenth to twenty-sixth plaintiffs and lodged with the Australian Securities and Investments Commission (ASIC) on 7 December 2021 (2021 Deed of Cross-Guarantee) is not invalid by reason of any non-compliance with ASIC Pro Forma 24 or the Instrument.

4.    Pursuant to s 1322(4)(a) of the Act, the Revocation Deed executed by the second to fifteenth and nineteenth to twenty-sixth plaintiffs on 21 December 2022 (2022 Revocation Deed) is not invalid by reason of any non-compliance with ASIC Pro Forma 26 or the Instrument.

5.    Pursuant to s 1322(4)(a) of the Act, the Deed of Cross Guarantee executed by the plaintiffs on 21 December 2022 (2022 Deed of Cross-Guarantee) is not invalid by reason of any non-compliance with ASIC Pro Forma 24 or the Instrument.

6.    Pursuant to s 1322(4)(a) of the Act, the certificate lodged with ASIC pursuant to s 6(1)(m)(ii) of the Instrument in respect of the 2022 Deed of Cross-Guarantee is not invalid by reason of any non-compliance with ASIC Pro Forma 24 or the Instrument.

THE COURT ORDERS THAT:

Extension of time order

7.    Pursuant to s 1322(4)(d) of the Act, the time specified by each of the following sections of the Instrument be extended to 28 days after the date of the Court’s orders:

(a)    s 6(1)(g)(i) for the directors of the following plaintiffs to pass the resolution prior to their first reliance year that those plaintiffs should obtain the benefit of the Instrument:

(i)    the third plaintiff in respect of the financial year ending 30 June 2019;

(ii)    the tenth, eleventh and twelfth plaintiffs in respect of the financial year ending 31 December 2021; and

(iii)    the sixteenth and seventeenth plaintiffs in respect of the financial year ending 31 December 2022,

with such resolution to be in the form or substantially in the form appearing at Annexure A to the originating process; and

(b)    ss 6(1)(g)(ii) and 6(1)(h) for the directors of the following plaintiffs to make the statement that immediately before the execution of the deed of cross-guarantee or Assumption Deed (as applicable) there were reasonable grounds to believe the plaintiff would be able to pay its debts as and when they become due and payable:

(i)    the third, eighth and ninth plaintiffs in respect of the Assumption Deed;

(ii)    the thirteenth, fourteenth and fifteenth plaintiffs in respect of the 2021 Deed of Cross-Guarantee; and

(iii)    the sixteenth, seventeenth and eighteenth plaintiffs in respect of the 2022 Deed of Cross-Guarantee,

with such resolution to appear in the form or substantially in the form appearing at Annexure B to the originating process.

Relief from liability orders

8.    Pursuant to s 1322(4)(c) of the Act, the third to ninth and nineteenth to twenty-sixth plaintiffs and their current and former directors and officers be relieved from any civil liability in respect of the third plaintiff’s failure to lodge an original copy of the 2019 Assumption Deed in compliance with ASIC Pro Forma 27 or the Instrument.

9.    Pursuant to s 1322(4)(c) of the Act, the third to ninth and nineteenth to twenty-sixth plaintiffs and their current and former directors and officers be relieved from any civil liability in respect of the third plaintiff’s failure to lodge an original copy of the 2021 Revocation Deed with ASIC prior to the deregistration of the following entities:

(a)    Ascender Learn Pty Ltd ACN 096 734 744;

(b)    The Learning Group Pty Ltd ACN 060 255 576;

(c)    IXP3 IP Pty Ltd ACN 096 701 585;

(d)    Peoplestreme Corporate Services Pty Ltd ACN 096 701 610;

(e)    Peoplestream Pty Ltd ACN 098 673 708;

(f)    Peoplestreme Implementations Pty Ltd ACN 098 156 177;

(g)    Ascender Peoplestreme Services Pty Ltd ACN 097 264 652; and

(h)    Peoplestreme Human Capital Pty Ltd ACN 098 709 454.

10.    Pursuant to s 1322(4)(c) of the Act, the second to fifteenth and nineteenth to twenty-sixth plaintiffs and their current and former directors and officers be relieved from any civil liability in respect of the second plaintiff’s failure to lodge an original copy of the 2021 Deed of Cross-Guarantee in compliance with ASIC Pro Forma 24 or the Instrument.

11.    Pursuant to s 1322(4)(c) of the Act, the second to fifteenth and nineteenth to twenty-sixth plaintiffs and their current and former directors and officers be relieved from any civil liability in respect of the second plaintiff’s failure to lodge an original copy of the 2022 Revocation Deed in relation to the 2022 Released Entities with ASIC prior to the deregistration of Ascender PeopleStreme Software Pty Ltd ACN 081 557 708.

12.    Pursuant to s 1322(4)(c) of the Act, the plaintiffs and their current and former directors and officers be relieved from any civil liability in respect of the first plaintiff’s failure to lodge an original copy of the 2022 Deed of Cross-Guarantee in compliance with ASIC Pro Forma 24 or the Instrument.

13.    Pursuant to s 1322(4)(c) of the Act, the following plaintiffs and their current and former directors, secretaries and officers be relieved from any civil liability in respect of any failure to:

(a)    as it relates to the first plaintiff, lodge with ASIC the certificate relating to the 2022 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument in respect of the financial years ending 31 December 2022 to 31 December 2024 inclusive;

(b)    as it relates to the second plaintiff:

(i)    in respect of the financial year ending 31 December 2021, lodge with ASIC the certificate relating to the 2021 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument;

(ii)    in respect of the financial years ending 31 December 2022 to 31 December 2023 inclusive, pass the resolutions of the directors consistent with the requirement under s 6(1)(i) of the Instrument; and

(iii)    in respect of the financial years ending 31 December 2022 to 31 December 2024 inclusive:

A.    lodge with ASIC the certificate relating to the 2022 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument; and

B.    comply with ss 292(1), 298(1), 301(1), 314(1) and 391(1) of the Act (Financial Reporting Requirements);

(c)    as it relates to the third plaintiff:

(i)    in respect of the financial years ending 30 June 2019 and 30 June 2020, lodge with ASIC the certificate relating to the Assumption Deed required by s 6(1)(q)(i)(A) of the Instrument;

(ii)    in respect of the financial year ending 31 December 2021, lodge with ASIC the certificate relating to the 2021 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument;

(iii)    in respect of the financial years ending 31 December 2022 to 31 December 2024 inclusive, lodge with ASIC the certificate relating to the 2022 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument;

(iv)    in respect of the financial years ending 31 December 2021 to 31 December 2023 inclusive, pass the resolutions of the directors consistent with the requirements under s 6(1)(i) of the Instrument; and

(v)    in respect of the financial years ending 31 December 2021 to 31 December 2024 inclusive:

A.    pass the resolutions and make the statements of the directors consistent with the requirements under ss 6(1)(g) and 6(1)(h) of the Instrument; and

B.    comply with the Financial Reporting Requirements;

(d)    as it relates to the fourth plaintiff:

(i)    in respect of the financial years ending 30 June 2019 and 30 June 2020, lodge with ASIC the certificate relating to the Assumption Deed required by s 6(1)(q)(i)(A) of the Instrument;

(ii)    in respect of the financial year ending 31 December 2021, lodge with ASIC the certificate relating to the 2021 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument;

(iii)    in respect of the financial years ending 31 December 2022 to 31 December 2024 inclusive, lodge with ASIC the certificate relating to the 2022 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument;

(iv)    in respect of the financial years ending 30 June 2019 to 31 December 2023 inclusive, pass the resolutions of the directors consistent with the requirements under s 6(1)(i) of the Instrument; and

(v)    in respect of the financial years ending 30 June 2019 to 31 December 2024 inclusive, comply with the Financial Reporting Requirements;

(e)    as it relates to the fifth, sixth and seventh plaintiffs:

(i)    in respect of the financial years ending 30 June 2019 and 30 June 2020, lodge with ASIC the certificate relating to the Assumption Deed required by s 6(1)(q)(i)(A) of the Instrument;

(ii)    in respect of the financial year ending 31 December 2021, lodge with ASIC the certificate relating to the 2021 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument;

(iii)    in respect of the financial years ending 31 December 2022 to 31 December 2024 inclusive, lodge with ASIC the certificate relating to the 2022 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument;

(iv)    in respect of the financial years ending 30 June 2019 to 31 December 2023 inclusive, pass the resolutions of the directors consistent with the requirements under s 6(1)(i) of the Instrument; and

(v)    in respect of the financial years ending 30 June 2019 to 31 December 2024 inclusive, comply with the Financial Reporting Requirements;

(f)    as it relates to the eighth and ninth plaintiff, make the statement of directors consistent with the requirements of s 6(1)(g)(ii) of the Instrument in respect of the financial year ending 30 June 2019;

(g)    as it relates to the tenth, eleventh and twelfth plaintiffs:

(i)    in respect of the financial year ending 31 December 2021, lodge with ASIC the certificate relating to the 2021 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument;

(ii)    in respect of the financial years ending 31 December 2022 to 31 December 2024 inclusive, lodge with ASIC the certificate relating to the 2022 Deed of Cross-Guarantee required by s 6(1)(m)(ii) of the Instrument;

(iii)    in respect of the financial years ending 31 December 2021 to 31 December 2023 inclusive, pass the resolutions of the directors consistent with the requirements under s 6(1)(i) of the Instrument; and

(iv)    in respect of the financial years ending 31 December 2021 to 31 December 2024 inclusive:

A.    pass the resolutions and make the statements of the directors consistent with the requirements under s 6(1)(g) of the Instrument; and

B.    comply with the Financial Reporting Requirements;

(h)    as it relates to the thirteenth, fourteenth and fifteenth plaintiff, make the statement of directors consistent with the requirements of s 6(1)(g)(ii) of the Instrument in respect of the financial year ending 31 December 2021;

(i)    as it relates to the sixteenth and seventeenth plaintiffs:

(i)    in respect of the financial years ending 31 December 2022 to 31 December 2023 inclusive, pass the resolutions of directors consistent with the requirements under s 6(1)(i) of the Instrument;

(ii)    in respect of the financial years ending 31 December 2022 to 31 December 2024 inclusive:

A.    lodge with ASIC the certificate relating to the 2022 Deed of Cross Guarantee required by s 6(1)(m)(ii) of the Instrument; and

B.    pass the resolutions and make the statements of the directors consistent with the requirements under ss 6(1)(g) and 6(1)(h) of the Instrument; and

(iii)    in respect of the financial years ending 30 June 2019 to 31 December 2024 inclusive, comply with the Financial Reporting Requirements; and

(j)    as it relates to the eighteenth plaintiff, make the statement of directors consistent with the requirements of s 6(1)(g)(ii) of the Instrument in respect of the financial year ending 31 December 2022.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

CHEESEMAN J:

INTRODUCTION

1    The plaintiffs, 28 companies in the Dayforce AU Group, apply for relief under s 1322(4) of the Corporations Act 2001 (Cth). They seek validation of irregularities arising from inadvertent oversights, including departures from the Australian Securities Investment Commission (ASIC) pro formas concerning deeds of cross‑guarantee, non‑compliance by some plaintiffs with the ASIC Corporations (Wholly‑owned Companies) Instrument 2016/785, and failures by some plaintiffs to comply with financial reporting requirements under the Act.

2    Relatedly, the plaintiffs also seek associated relief pursuant to s 1322(4)(c) of the Act to relieve them and their current and former directors, secretaries and officers from civil liability arising from non-compliances with the Instrument.

3    ASIC has been served and neither supports nor opposes the making of the orders sought. ASIC was notified of the hearing and confirmed that it did not intend to appear.

4    For the reasons that follow, I am satisfied that it is appropriate to grant relief substantially in the form the plaintiffs seek.

EVIDENCE

5    The plaintiffs rely on the following evidence in support of the application:

(1)    the affidavit of Lisa Deramond, Global Subsidiary Manager at Dayforce Inc., sworn 11 December 2025 and Exhibit LD-1 to that affidavit; and

(2)    the affidavit of Michael John Swain, Associate at MinterEllison, affirmed 31 March 2026 and Exhibit MJS-1 to that affidavit.

BACKGROUND

6    The Dayforce AU Group operates a business providing payroll and workforce management services, including external human resources and payroll services to businesses across 30 countries in the Asia Pacific Japan region. Dayforce Australia Pty Ltd ACN 611 427 206, the first plaintiff, is the ultimate parent company of the Dayforce AU Group.

7    Dayforce Australia was incorporated on 1 March 2021 when Ceridian APJ ACQ Pty Ltd ACN 647 464 042, the eleventh plaintiff, acquired 100% of the issued share capital of Ascender HCM Holdings Pty Ltd ACN 628 384 841.

8    Following the acquisition, the Dayforce AU Group serviced a combined pool of about 1,500 customers and 2.5 million employees across 30 countries in the Asia Pacific Japan region.

9    Before the acquisition, some of the plaintiffs were parties to a deed of cross-guarantee dated 7 April 2017, under which Pacific Payroll Finance Pty Ltd ACN 605 467 472, the fourth plaintiff, was the holding entity. The 2017 Deed of Cross-Guarantee was entered into so that the parties could rely on the financial reporting and audit exemptions provided by the Instrument.

10    On 13 September 2019, the third to ninth and nineteenth to twenty-sixth plaintiffs (the Assumption Deed Parties) entered into an assumption deed which purported to assume those plaintiffs as parties to the 2017 Deed of Cross-Guarantee and change the holding entity from Pacific Payroll Finance to Ascender HCM Holdings (the Assumption Deed).

11    The Assumption Deed Parties entered into a revocation deed lodged with ASIC on 7 December 2021 (the 2021 Revocation Deed) in order to revoke the 2017 Deed of Cross-Guarantee.

12    On 7 December 2021, Ceridian APJ Pty Ltd ACN 647 433 341, the second plaintiff, and some of its subsidiaries executed a deed of cross‑guarantee (2021 Deed of Cross‑Guarantee). Those subsidiaries included the third to fifteenth and nineteenth to twenty‑sixth plaintiffs (the 2021 Deed Parties). The deed was lodged with ASIC and was intended to enable reliance on the financial reporting and audit relief provided by the Instrument.

13    On 21 December 2022, the 2021 Deed Parties entered into a deed of revocation (the 2022 Revocation Deed). The revocation deed was lodged with ASIC. It revoked the 2021 Deed of Cross-Guarantee.

14    On the same date, the plaintiffs entered into a new deed of cross-guarantee (the 2022 Deed of Cross-Guarantee), which was also lodged with ASIC. That deed was entered into so that some of the parties could rely on the financial reporting and audit relief provided by the Instrument.

15    The 2017 Deed of Cross Guarantee (as amended by the Assumption Deed), 2021 Deed of Cross Guarantee and 2022 Deed of Cross Guarantee are collectively referred to as the Deeds of Cross-Guarantee.

16    In September 2024, the plaintiffs instructed their solicitors in connection with a proposed corporate restructure of the Dayforce AU Group. In the course of preparatory work for the voluntary deregistration of certain entities, it was identified that those entities were parties to the Deeds of Cross‑Guarantee, prompting a broader review of the group’s compliance with the Instrument. That review was completed in November 2025.

17    The compliance review identified a number of instances of historical non‑compliance with the Instrument and related ASIC pro formas. The origin of the series of non-compliances is the mechanical mistake in the 2019 Assumption Deed which on its terms purported to change the holding entity from Pacific Payroll Finance to Ascender HCM Holdings. That could only be achieved by way of a new deed of cross-guarantee. The flow on effects included defects in the Assumption Deed and associated certificates; failures to lodge compliant certificates with ASIC; failures by some companies to execute revocation deeds prior to deregistration; failures to date deeds in conformity with the prescribed pro formas; omissions in passing required directors’ resolutions and making solvency statements within required timeframes; and deficiencies in disclosures in consolidated financial statements lodged with ASIC. As a consequence of those instances of non‑compliance, some plaintiffs were not entitled to rely on the reporting relief afforded by the Instrument for parts of the period since the 2019 financial year.

18    The review also identified further instances of non-compliance notwithstanding the absence of a flow on effect from the Assumption Deed, including a period during which no financial reporting was prepared for the Dayforce AU Group between July 2020 and January 2021 (Reporting Gap Period), and that two of the plaintiffs had relied on the Instrument despite not being parties to a Deed of Cross‑Guarantee until December 2022 (Reporting Oversight). The plaintiffs acknowledge that there is no good reason for these instances of non-compliance.

19    The evidence explains that the non‑compliances arose from a combination of factors, including deficiencies in record‑keeping systems, changes in personnel following acquisitions, and an incomplete understanding of the ongoing requirements of the Instrument. As to the Reporting Gap Period, the evidence also records that, following the acquisition by Ceridian APJ ACQ, the Dayforce AU Group’s financial year was amended to end on 31 December so as to align with Ceridian APJ ACQ. The evidence further acknowledges that the non-compliances are unsatisfactory and that, after identification, the plaintiffs took steps aimed at preventing their recurrence, including obtaining advice on ongoing compliance obligations, updating their company secretarial arrangements, and introducing compliance checklists.

20    The evidence demonstrates that, absent the relief sought, the plaintiffs would be required to prepare and lodge a substantial number of historical financial reports at significant cost, notwithstanding that the Dayforce AU Group is solvent and that ASIC has indicated that it does not oppose the application.

21    Against that factual background, I now turn to set out the statutory framework governing the relief from financial reporting obligations on which the plaintiffs rely.

STATUTORY FRAMEWORK AND APPLICABLE PRINCIPLES

22    Part 2M.3 of the Act imposes financial reporting and audit obligations on large proprietary companies.

23    The Instrument provides relief from certain of those obligations where prescribed conditions are satisfied. Relevantly, those conditions include requirements that companies be parties to a compliant deed of cross‑guarantee lodged with ASIC, that associated certificates be lodged, that directors pass resolutions and make solvency statements within specified timeframes, and that prescribed disclosures be included in consolidated financial statements.

24    Section 1322(4) of the Act confers power on the Court, on application by an interested person, to declare that acts done or purportedly done in contravention of the Act or related requirements are not invalid by reason of that contravention, to extend time for the doing of acts, and to relieve persons from civil liability. The exercise of that power is conditioned by s 1322(6).

25    The inquiry required by s 1322 is fact‑specific. It commonly involves consideration of the nature and consequences of the relevant non‑compliance, whether the conduct was honest (including whether it arose from inadvertence or oversight), whether third parties have suffered or are likely to suffer real prejudice, and whether the justice of the case favours relief. Even where the statutory preconditions are met, the Court retains a residual discretion as to whether relief should be granted, informed by matters such as promptness of remedial action and the position taken by ASIC.

26    The purpose of s 1322 is to avoid the invalidity of corporate acts by reason of procedural or innocent errors where those errors can be corrected without substantial injustice. The power conferred by s 1322(4) is broad and is to be construed and applied pragmatically, with a focus on substance rather than form: Weinstock v Beck [2013] HCA 14; 251 CLR 396 at [39] (French CJ), [53]-[55] (Hayne, Crennan and Kiefel JJ).

27    The inquiry required by s 1322 is fact‑specific. It involves consideration of the nature and consequences of the relevant non‑compliance, whether the conduct was honest, and whether any substantial injustice has been or is likely to be caused by the making of the order: Blaze Asset Pty Ltd v Target Energy Ltd [2009] FCA 698; 177 FCR 488 at [31] (Barker J); Re Murray River Organics [2019] FCA 931; 138 ACSR 365 at [35] (Anderson J).

28    “Substantial injustice” in s 1322(6)(c) directs attention to real, practical prejudice, and requires a qualitative assessment of the competing consequences for those affected. Any prejudice to third parties may be outweighed where the justice of the case otherwise favours relief: Murray River at [35]-[37]; In the matter of MB Vic Pty Ltd [2022] FCA 874 at [16] (Derrington J).

29    For the purposes of s 1322(6)(b), honesty denotes an absence of dishonesty or deliberate disregard of statutory obligations, and embraces conduct arising from inadvertence, oversight, or an incorrect understanding of legal requirements: Murray River at [30]; Re Barrick Middle East Pty Ltd [2023] WASC 122 at [18] (Lundberg J).

30    Even where the statutory conditions are satisfied, the Court retains a residual discretion whether to grant relief. Relevant considerations may include the nature of the non‑compliance, the promptness and adequacy of remedial steps, the public interest in compliance with the Act, and the position taken by ASIC: Barrick at [21]; Entertainment Publications of Australia Pty Ltd v ASIC [2022] FCA 960 at [10] (Goodman J).

CONSIDERATION

31    In determining whether the relief sought should be granted, it is necessary to consider whether the matters relied upon are essentially procedural, whether the relevant conduct was honest, and whether any substantial injustice has been or is likely to be caused by the making of the proposed orders, within the meaning of s 1322(6) of the Act.

32    The non‑compliances for which relief is sought fall into identifiable categories, relating to the form and timing of deeds of cross‑guarantee and associated certificates, the making of directors’ resolutions and solvency statements, and related financial reporting disclosures.

33    The non‑compliances relied upon are properly characterised as essentially procedural in nature. They concern failures to comply strictly with formal and temporal requirements imposed by the Instrument and associated ASIC pro formas, including in relation to the execution, dating and lodgement of deeds of cross‑guarantee and certificates, the making and recording of directors’ resolutions and solvency statements, and associated financial reporting disclosures.

34    The evidence does not suggest that the underlying corporate arrangements were non‑existent, ineffective in substance, or undertaken for any improper purpose. Rather, the deficiencies lay in the manner in which those arrangements were documented, administered or recorded for the purposes of compliance with the regulatory scheme. In those circumstances, the irregularities are of a kind that s 1322 is directed to addressing.

35    The evidence supports the conclusion that the non‑compliances occurred honestly within the meaning of s 1322(6)(b). There is no suggestion of dishonesty, bad faith, or a deliberate disregard of the requirements of the Act or the Instrument.

36    The evidence explains that the deficiencies arose from a combination of factors, including weaknesses in record‑keeping systems, changes in personnel following corporate acquisitions, and an incomplete understanding of the ongoing compliance requirements of the Instrument during the relevant period. Those matters point to inadvertence and oversight, rather than conscious non‑compliance.

37    Further, the evidence records that the plaintiffs undertook an extensive process of inquiry after the non‑compliances were identified, including communicating with current and former officers involved during the relevant periods. On the basis of that inquiry, it was the belief of those officers, and of Ms Deramond, that the plaintiffs were entitled to rely on the relief afforded by the Instrument, and that the errors were unintentional. In those circumstances, and in the absence of any evidence pointing to dishonesty or wilful disregard of statutory obligations, the conduct giving rise to the irregularities may be characterised as honest for the purposes of s 1322(6).

38    The evidence does not support a conclusion that any substantial injustice has been or is likely to be caused by the grant of the relief sought. There is no suggestion that any creditor, member, or third party has suffered, or would suffer, real prejudice as a result of the identified non‑compliances or the making of the proposed orders.

39    The irregularities did not affect the underlying solvency or financial position of the plaintiffs, nor did they involve the concealment of material information from those dealing with the Dayforce AU Group. The evidence records that, as at the financial year ending 31 December 2024, the Dayforce AU Group had a net asset position exceeding $150 million, and that no member of the Dayforce AU Group had been subject to external administration or served with a statutory demand. Rather, the deficiencies concerned compliance with formal and administrative requirements of the Instrument and associated ASIC pro formas.

40    By contrast, the evidence records that, absent the relief sought, the plaintiffs would be required to prepare and lodge 44 historical financial reports at an estimated cost of about $1.21 million. That burden would be borne notwithstanding the absence of any identified prejudice to third parties, and would arise solely by reason of the procedural non‑compliances described above.

41    In those circumstances, and weighing the absence of any real or practical prejudice to others against the consequences for the plaintiffs if relief were refused, the requirement in s 1322(6)(c) that no substantial injustice has been or is likely to be caused is satisfied.

42    Even where the statutory conditions in s 1322(6) are satisfied, the Court retains a residual discretion as to whether the relief sought should be granted. The discretion is to be exercised having regard to the purposes of the Act and the interests of justice in the particular circumstances.

43    In the present case, the non-compliances arose from inadvertence and oversight rather than any deliberate disregard of statutory obligations, and the plaintiffs took steps to investigate and address the issues once they were identified. The underlying corporate arrangements were directed to the operation of a wholly-owned group structure contemplated by the Instrument, and the failures identified did not undermine the protective purpose of the regulatory scheme.

44    The absence of any identified prejudice to third parties, the significant burden that would fall upon the plaintiffs if relief were refused, including in relation to the Reporting Gap Period, the Reporting Oversight and the other identified Instrument non-compliances, and the position taken by ASIC, which does not oppose the application, each support the exercise of the discretion in favour of granting relief.

45    In those circumstances, and having regard to the statutory purpose of s 1322, it is appropriate to grant the relief sought.

Declarations as to validity (s 1322(4)(a))

46    The Assumption Deed, the 2021 Deed of Revocation and 2022 Deed of Revocation, the Deeds of Cross‑Guarantee, and the certificate lodged in connection with the 2022 Deed of Cross‑Guarantee were each affected by non‑compliance with requirements of the Instrument or associated ASIC pro formas. For the reasons given above, those non‑compliances were essentially procedural in nature and arose from inadvertence and oversight.

47    The evidence does not suggest that the underlying corporate arrangements reflected in those documents were ineffective in substance, undertaken for an improper purpose, or productive of prejudice to third parties. The documents were intended to operate within the regulatory scheme contemplated by the Instrument and did so in substance notwithstanding the formal defects.

48    In those circumstances, it is appropriate to declare, pursuant to s 1322(4)(a) of the Act, that the Assumption Deed, the relevant Deeds of Revocation, the Deeds of Cross‑Guarantee, and the associated certificate are not invalid by reason of the identified non‑compliances.

Extension of time (s 1322(4)(d))

49    The plaintiffs also seek orders extending time for the doing of acts required by the Instrument, including the passing of directors’ resolutions and the making of solvency statements within prescribed periods. Those acts were not undertaken within time as a result of the same procedural deficiencies and administrative oversight that gave rise to the other non‑compliances.

50    The extension of time sought would enable those requirements to be satisfied nunc pro tunc, without causing prejudice to any person. It would place the plaintiffs in the position they would have been in had the relevant procedural steps been taken within time, and would be consistent with the substantive operation of the Instrument.

51    Having regard to the purposes of s 1322 and the absence of any substantial injustice, it is appropriate to extend time under s 1322(4)(d) for the taking of those steps.

Relief from civil liability (s 1322(4)(c))

52    The plaintiffs further seek relief for themselves and their current and former directors and officers from civil liability arising from the identified non‑compliances. That liability flows from failures of the kind addressed by s 1322(4)(a), including failures to lodge compliant documents and certificates, and failures to pass required resolutions within prescribed timeframes.

53    For the reasons already given, the conduct giving rise to those failures was honest within the meaning of s 1322(6)(b). There is no evidence of deliberate contravention or conscious disregard of statutory obligations.

54    In circumstances where the non‑compliances were procedural, honest, and productive of no substantial injustice, it is appropriate to grant relief under s 1322(4)(c) relieving the plaintiffs and their current and former directors and officers from civil liability arising from those matters.

CONCLUSION

55    For these reasons, I am satisfied that the requirements of s 1322(6) are met and that the relief should be granted in the terms of the proposed orders.

Associate:

Dated:    9 April 2026

SCHEDULE OF PARTIES