Federal Court of Australia

James v Narang Bir-Rong Aboriginal Corporation, in the matter of Narang Bir-Rong Aboriginal Corporation (Special Administrators Appointed) [2026] FCA 1408

ORDERS

THE COURT ORDERS THAT:

1.    A direction pursuant to s 467(3)(b) of the Corporations Act 2001 (Cth) (Corporations Act), as applied by s 562-35 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) (CATSI Act), dispensing with the requirement that the originating application filed on 11 August 2026 be served on the defendant.

2.    An order pursuant to s 526-1 of the CATSI Act that the defendant be wound up on the ground that it is insolvent.

3.    An order pursuant to s 472(1) of the Corporations Act, as applied by s 562-35 of the CATSI Act, that the plaintiffs, Jack James and Paula Smith, be appointed as the joint and several liquidators of the defendant.

4.    An order that the plaintiffs’ costs of this application be costs in the winding up of the defendant and payable, on an indemnity basis, out of the assets of the defendant.

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)

WIGNEY J:

1    The plaintiffs, Mr Jack James and Ms Paula Smith (the Administrators), are the joint and several administrators of Narang Bir-rong Aboriginal Corporation (ICN 9987) (Special administrators appointed), an Aboriginal and Torres Strait Islander corporation incorporated under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) (CATSI Act). The Administrators have applied for an order to have the Corporation wound up on the ground of insolvency pursuant to s 526-5(i) of the CATSI Act.

2    As explained in the brief reasons that follow, the Corporation is insolvent and it is appropriate to make an order for it to be wound up.

Relevant facts

3    The evidence adduced by the Administrators established the following relevant facts.

4    Until about June 2026, the Corporation provided out-of-home care and family preservation services for Aboriginal children and families in New South Wales. It was accredited to provide those services by the New South Wales Office of the Children’s Guardian. It received funding for the provision of those services from the New South Wales Department of Communities and Justice.

5    In early April 2026 the Children’s Guardian undertook an assessment of the Corporation following the receipt of complaints about the Corporation. That assessment culminated in the Children’s Guardian cancelling the Corporation’s accreditation on 2 June 2026. Shortly thereafter, the Department terminated its funding agreements with the Corporation. As a result, the Corporation’s business and operations in effect ceased.

6    In the meantime, the Corporation’s Chairperson, on behalf of the board, requested the Office of the Registrar of Aboriginal and Torres Strait Islander Corporations to appoint a special administrator to the Corporation pursuant to the provisions of Pt 11-2 of the CATSI Act. On 5 June 2026, a delegate of the Registrar made a determination pursuant to s 487-1 of the CATSI Act to place the Corporation under special administration from 9 June 2026 to 11 September 2026. The Administrators were appointed as special administrators of the Corporation.

7    Following their appointment, the Administrators took various steps to wind down the Corporation’s business and operations. Those steps included the termination of the employment of the Corporation’s employees, the valuation and sale of the Corporation’s assets where possible, and the identification and calculation of the Corporation’s liabilities.

8    The actions of and investigations by the Administrators have led them to form the view that the Corporation is unable to pay all of its debts as and when they fall due and is therefore insolvent. That view is based, in summary, on the following facts or circumstances:

(a)    the Corporation’s operations have ceased and it has no ongoing source of revenue;

(b)    the total realisable assets of the corporation are approximately $1,377,398;

(c)    the priority entitlements of former employees are approximately $100,065;

(d)    the estimated funds available to unsecured creditors, after accounting for the estimated costs of the special administration (of approximately $442,019), are accordingly approximately $835,315;

(e)    the estimated claims of unsecured creditors total approximately $2,546,488;

(f)    accordingly, the Corporation’s liabilities exceed its realisable assets by approximately $1,711,173.

9    The Administrators have accordingly formed the view that there is no ongoing useful purpose to be served by the special administration and the Corporation should be wound up. In the event that the Court determines to wind up the Corporation, the Administrators consent to their appointment as joint and several liquidators of the Corporation.

Relevant statutory provisions

10    Section 526-1 of the CATSI Act provides as follows:

526‑1    Court may order winding up

(1)    The Court may order that an Aboriginal and Torres Strait Islander corporation be wound up.

(2)    The order may only be made on the grounds set out in section 526‑5.

(3)    The order may only be made on an application made in accordance with section 526‑15.

11    The courts that fall within the definition of “Court” include this Court: s 694-35 of the CATSI Act.

12    The grounds upon which an Aboriginal and Torres Strait Islander corporation may be wound up are specified in s 526-5 and include (at paragraph (i)) that the corporation is insolvent.

13    Section 694-80 of the CATSI Act provides that a person is solvent if, and only if, the person is able to pay all the person’s debts, as and when they become due and payable, and that a person who is not solvent is insolvent.

14    Subsection 526-15(1) of the CATSI Act specifies who may apply to the Court for an order that an Aboriginal and Torres Strait Islander corporation be wound up. A special administrator of the corporation is specified in the list of persons or entities that may apply for a winding up order: s 526-15(1)(i) of the CATSI Act. If the corporation is under special administration only the Registrar or the special administrator may apply for an order that the corporation be wound up: s 526-15(3) of the CATSI Act.

15    Section 526-35 of the CATSI Act provides that certain “winding up provisions” of the Corporations Act 2001 (Cth) apply to the winding up of an Aboriginal and Torres Strait Islander corporation, to the extent that those provisions are capable of applying to the winding up of such a corporation and with the modifications specified in the regulations (being the Corporations (Aboriginal and Torres Strait Islander) Regulations 2017).

16    One of the Corporations Act winding up provisions that applies subject to modification is s 465A of the Corporations Act. As modified, that provision relevantly provides that a person who applies under s 526-15 for an Aboriginal and Torres Strait Islander corporation to be wound up must lodge a notice in the prescribed form that an application has been made and serve a copy of the notice on the corporation. Subsection 467(3)(b) of the Corporations Act relevantly provides that the Court may, on a winding up application coming on for hearing, and at the request of the applicant, dispense with any notices being given as required by the Act.

An order winding up the Corporation is appropriate

17    The Administrators lodged notifications of the winding up application with both the Australian Securities and Investments Commission and the Registrar as required by s 465A of the Corporations Act as modified and applicable to this application. The Administrators requested the Court, pursuant to s 467(3)(b) of the Corporations Act, to dispense with the requirement in s 465A that notice of the application be served on the Corporation given that the Corporation has been in special administration since June 2026. I am satisfied that it is appropriate to dispense with that requirement in the circumstances of this case.

18    I am satisfied that it is appropriate to make an order winding up the Corporation pursuant to s 526-1 of the CATSI Act given that, having regard to the relevant provisions of the CATSI Act and the basis of the evidence adduced by the Administrators, I am satisfied that:

(a)    the Corporation is an Aboriginal and Torres Strait Islander corporation;

(b)    the Corporation is in special administration and the Administrators are permitted to apply to the Court for a winding up order;

(c)    the Court is empowered to make a winding up order in respect of the Corporation;

(d)    one of the grounds upon which a winding up order may be made is that the corporation is insolvent; the Corporation is insolvent;

(e)    the applicable notification provisions, save for those which have been dispensed with, have been complied with.

19    It is also appropriate to appoint the Administrators be appointed as joint and several liquidators of the Corporation and order that the costs of this application be costs in the winding up of the Corporation and be payable, on an indemnity basis, out of the assets of the Corporation.

20    While the Administrators initially applied for suppression and non-publication orders in respect of some of the proposed evidence, the application ultimately proceeded in a way that avoided the need for the Administrators to tender the majority of the evidence that was the subject of that application and the application was accordingly not pressed. It should in any event be noted that a non-party would need to obtain the Court’s leave to inspect the documentary evidence that was relied on by the Administrators in respect of the substantive application for the winding up order.

Associate:

Dated:    23 September 2026