Federal Court of Australia

Roufeil, in the matter of Roufeil [2026] FCA 816

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 473A(1) of the Corporations Act and/or s 90-15 of the IPS (Corporations), any vacancy in the office of a liquidator arising by reason of the resignation of the First Plaintiff as liquidator of the companies specified in Schedule A on or about 30 June 2026, hereto be filled on the same date by the appointment of Second Plaintiff and Third Plaintiff to hold office as joint and several liquidators of each such company.

2.    Pursuant to s 473A(1) of the Corporations Act and/or s 90-15 of the IPS (Corporations), on the resignation of the First Plaintiff as liquidator of the companies specified in Schedule B on or about 30 June 2026, the Third Plaintiff be entitled to continue as liquidator of the relevant companies.

3.    Pursuant to s 499(3) of the Corporations Act and/or s 90-15 of the IPS (Corporations), any vacancy in the office of a liquidator arising by reason of the resignation of the First Plaintiff as liquidator of the companies specified in Schedule C on or about 30 June 2026, be filled on the same date by the appointment of the Second Plaintiff and the Third Plaintiff to hold office as joint and several liquidator of each such company.

4.    Pursuant to s 499(3) of the Corporations Act and/or s 90-15 of the IPS (Corporations), a direction that on the resignation of the First Plaintiff as liquidator of the companies specified in Schedule D on or about 30 June 2026, the Second Plaintiff be entitled to continue as liquidator of the relevant companies.

5.    Pursuant to s 499(3) of the Corporations Act and/or s 90-15 of the IPS (Corporations), a direction that on the resignation of the First Plaintiff as liquidator of the companies specified in Schedule E on or about 30 June 2026, the Third Plaintiff be entitled to continue as liquidator of the relevant companies.

6.    Pursuant to s 90-15 of the IPS (Corporations) in Schedule 2 of the Corporations Act, the Second Plaintiff and the Third Plaintiff are not required to perform tasks that are required to be performed by operation of r 70-30 and r 70-40 of the Insolvency Practice Rules (Corporations) 2016 (Cth) which have already been performed by the First Plaintiff in the liquidations of the companies specified in Schedules A to E (inclusive).

7.    Pursuant to r 1.34 of the Federal Court Rules 2011 (Cth) and r 1.04(1) of the Federal Court (Bankruptcy) Rules 2016 (Cth), compliance with the requirements of rr 8.02(4)(b) and (c) of the Bankruptcy Rules be dispensed with.

8.    Pursuant to s 180 of the Bankruptcy Act and/or s 90-15 of the IPS (Bankruptcy) and on or about 1 July 2026, the Court accept the resignation of the First Plaintiff as trustee of the bankrupt estates specified in Schedules F, G and H.

9.    Pursuant to s 30(1)(b) of the Bankruptcy Act and/or s 90-15 of the IPS (Bankruptcy), any vacancy in the office of trustee in bankruptcy arising by reason of the resignation of the First Plaintiff as trustee of the bankrupt estates specified in Schedule F on or about 1 July 2026, be filled on the same date by the appointment of the Second Plaintiff and the Third Plaintiff to hold office as joint and several trustees of the bankrupt estates.

10.    Pursuant to s 30(1)(b) of the Bankruptcy Act and/or s 90-15 of the IPS (Bankruptcy), on the resignation of the First Plaintiff as trustee of the bankrupt estate specified in Schedule G on or about 1 July 2026, the Second Plaintiff be entitled to continue as Trustee of the relevant bankrupt estates.

11.    Pursuant to s 30(1)(b) of the Bankruptcy Act and/or s 90-15 of the IPS (Bankruptcy), on the resignation of the First Plaintiff as trustee of the bankrupt estates specified in Schedule H on or about 1 July 2026, the Third Plaintiff be entitled to continue as Trustee of the relevant bankrupt estates.

12.    Pursuant to s 90-15 of the IPS (Bankruptcy), the Second Plaintiff and the Third Plaintiff are not required to perform tasks that are required to be performed by r 70-30 and r 70-35 of the Insolvency Practice Rules (Bankruptcy) 2016 (Cth) which have already been performed by the First Plaintiff in the Bankrupt Estates specified in Schedule F to H (inclusive).

13.    No order as to costs with the intent that the Plaintiffs pay their own costs of this proceeding.

14.    Liberty to apply on 3 days’ notice via email to the Associate to Needham J.

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

REASONS FOR JUDGMENT

Delivered ex tempore, revised from transcript

NEEDHAM J:

1    This matter came before Justice Burley as Duty Judge on 18 June 2026 seeking an abridgment of time for service of the Originating Process and evidence in support on the Australian Securities and Investments Commission (ASIC) and the Australian Financial Security Authority (AFSA), which orders were granted. The matter was listed before me for hearing as Duty Judge at 10.15am this morning.

2    Ms Carrington, solicitor, appears and moves on the Originating Process filed on 15 June 2026. That Originating Process seeks orders that:

(a)    any vacancy arising by reason of the first plaintiff, who intends to resign as liquidator of the companies listed in Schedule A to the Originating Process, be filled by the appointment of the second and third plaintiff as joint and several liquidators;

(b)    upon the first plaintiff’s resignation as liquidator of the companies listed in Schedule B, the third plaintiff be entitled to continue as liquidator of those companies;

(c)    any vacancy arising by reason of the first plaintiff, who intends to retire as liquidator of the companies listed in Schedule C, be filled by the appointment of the second and third plaintiffs as joint and several liquidators;

(d)    upon the first plaintiff’s resignation as liquidator of the companies listed in Schedule D, the second plaintiff be entitled to continue as liquidator of those companies;

(e)    upon the first plaintiff’s resignation as liquidator of the companies listed in Schedule E, the third plaintiff be entitled to continue as liquidator of those companies;

(f)    the Court accept the resignation of the first plaintiff as trustee of the bankrupt estates specified in Schedules F, G and H, with the second and third plaintiff to be appointed as joint and several trustees of the estate in Schedule F, the second plaintiff to continue as trustee of the bankrupt estates in Schedule G, and the third plaintiff to continue as trustee of the relevant bankrupt estates in Schedule H.

3    The plaintiffs also seek consequential orders in relation to the administration of the bankrupt estates.

4    Some background to the application is given by Mr Roufeil in his affidavit sworn on 12 June 2026. He notes that he seeks to retire as a partner at the accounting firm, PKF, on or about 30 June of this year. Quite properly, he notes that he would need to cease acting as Registered Liquidator and Registered Trustee in Bankruptcy and has accordingly made this application. Mr Roufeil notes that his retirement is a personal decision and is not the product of any professional irregularity or regulatory intervention. The second and third plaintiffs who will take on, or continue in those roles, are Mr Simon Thorn, and Mr Bradley Tonks. Each of those persons is a partner at PKF and has put on an affidavit in these proceedings. Each of them is a Registered Liquidator and Registered Trustee in Bankruptcy.

5    In relation to the corporate insolvency appointments, the Plaintiffs rely on ss 473, 473A, and 499(3)(a) of the Corporations Act 2001 (Cth), and s 90-15 of the Insolvency Practice Schedule (Corporations) (IPS (Corporations)) contained in Schedule 2 to the Corporations Act.

6    In relation to the personal insolvency appointments, the Plaintiffs rely on ss 180 and 30(1)(b) of the Bankruptcy Act 1966 (Cth), and s 90-15 of the Insolvency Practice Schedule (Bankruptcy) in Schedule 2 of the Bankruptcy Act (IPS (Bankruptcy)).

7    In relation to the corporate insolvencies, the Court has the power to fill a vacancy in the office of a liquidator pursuant to ss 473A(1)(a) and 499(3)(a) of the Corporations Act and s 90-15 of the IPS (Corporations).

8    If a liquidator resigns pursuant to s 499(3)(a) of the Corporations Act and s 90-15 of the IPS (Corporations), then the Court may make orders to fill that vacancy. That applies to the corporations listed in Schedule C. Similarly, the Court may make orders where Mr Roufeil and Mr Tonks have been joint liquidators, or where Mr Roufeil and Mr Thorn have been joint liquidators, for the other party to continue as a sole liquidator.

9    In relation to the bankrupt estates, the Court has the power to accept the resignation of a Registered Trustee pursuant to s 180 of the Bankruptcy Act. Section 30(1)(b) of the Bankruptcy Act provides that the court may make any such orders as it considers necessary for the purposes of carrying out or giving effect to the Bankruptcy Act. Section 90-15 of the IPS (Bankruptcy) provides that the Court may make an order that another person be appointed as trustee of the bankrupt estate.

10    In relation to the bankrupt estates, where Mr Roufeil is the sole trustee, the orders seek that Mr Thorn and Mr Tonks be appointed as joint and several trustees, and where Mr Roufeil and Mr Thorn or Mr Roufeil and Mr Tonks are presently joint and several trustees, that the continuing partner continue as sole trustee in each case.

11    I have noted that the plaintiffs have served material by way of affidavit and Ms Carrington has sworn an affidavit of service on ASIC and AFSA in accordance with Justice Burley’s orders. Each of those regulatory bodies has responded noting that they each do not propose to intervene and slightly amended orders were served on each of them, inserting the words “on or about 30 June 2026” in order to avoid any disruption to the transferring or reporting obligations in relation to each of the administrations.

12    In support of the orders sought, the plaintiffs say, and Ms Carrington submits, that the applications as a joint bundle, in effect, are justified because the costs of duplicating each of these applications separately has no commercial utility, and that the appointment of the second and third applicants jointly or separately as requested means that they already have day-to-day carriage of the matters or are otherwise familiar with the matters by reason of their positions as partners of PKF. The transition from Mr Roufeil as sole appointee or joint appointee is convenient because the same staff at PKF will continue to work on the matters and there would be no need to transfer these matters to another firm’s system. The important aspect of continuity and the minimisation of costs in what is effectively an internal reallocation of the responsibility over these matters is an important factor as noted in Sellers, in the matter of Sellers [2023] FCA 370 at [19] (O’Sullivan J). This application also obviates the need for creditors meetings in relation to each of the administrations. The costs of those creditors meetings would be, it is submitted, disproportionate and indirectly borne by the creditors.

13    Having considered the submissions and read the affidavits, I am satisfied that Mr Roufeil’s retirement, being as it is, not a forced retirement for any misconduct, and the proposal to appoint his current partners at PKF to undertake either the continuing, same, or new roles proposed under the Originating Process, is in the best interests of each of the bankrupt estates or companies in liquidation. Each of the second and third plaintiffs is, as I have said, a Registered Liquidator and Registered Trustee in Bankruptcy.

14    The proposed final orders specify that the applicants pay their own costs of the proceedings and I regard that as appropriate in the circumstances, noting that the cost impact on each of the bankrupt estates or companies in liquidation will be minimal.

15    For the reasons I have given, I am prepared to make the orders sought.

16    Additionally, I will give liberty to apply to my chambers for the resolution of any matters which may be required to be dealt with arising out of these orders.

Associate:

Dated:    24 June 2026