Spyrou v Thorn, in the matter of IAZ Logistics Pty Ltd

• Jurisdiction: Australia Federal only
• Judgment Date: 24 December 2025
• Neutral Citation: [2025] FCA 1685
• Date: 24 December 2025
• Court: Federal Court

Federal Court of Australia

Spyrou v Thorn, in the matter of IAZ Logistics Pty Ltd [2025] FCA 1685

ORDERS

NSD 2373 of 2025
BETWEEN:	DANIEL MATHEW SOFIS SPYROU Plaintiff
AND:	SIMON THORN AND MARK ROUFEIL IN THEIR CAPACITY AS JOINT AND SEVERAL LIQUIDATORS OF IAZ LOGISTICS PTY LTD ACN 646 454 846 (IN LIQUIDATION) First Defendant IAZ LOGISTICS PTY LTD ACN 646 454 846 (IN LIQUIDATION) Second Defendant DEPUTY COMMISSIONER OF TAXATION Interested Party

order made by:	OWENS J
DATE OF ORDER:	24 DECEMBER 2025

THE COURT ORDERS THAT:

1. Pursuant to section 90-15 of the Insolvency Practice Schedule (Corporations) (being Schedule 2, Corporations Act 2001 (Cth)) (IPS), the defendants (Liquidators) are justified in:

(a) filing and serving the Interlocutory Process dated 23 December 2025;

(b) conducting the winding up of IAZ Logistics Pty Ltd (in liquidation) (Company) on the basis that:

(i) it holds its interest in the property, assets and undertakings (together the Assets) of the IAZ Logistics Trust ABN 44 957 229 252 (Trust) as a bare trustee; and

(ii) all of the Assets are properly characterised as property which the Company holds as a bare trustee;

(c) conducting the winding up of the Company on the basis that the Liquidators can deal with, hold, apply and/or distribute the Assets in accordance with Parts 5.5 and 5.6 of the Corporations Act 2001 (Cth);

(d) conducting the winding up of the Company on the basis that the Liquidators are entitled to recover and pay their expenses of:

(i) getting in, preserving and realising the Assets;

(ii) distributing the Assets (once realised); and

(iii) conducting the winding up of the Company, including expenses of and incidental to the Originating Process filed on 18 December 2025 and the Interlocutory Process filed on 23 December 2025 in these proceedings, such expenses to be paid in the order of priority specified in section 556(1) of the Corporations Act 2001 (Cth);

(e) conducting the winding up of the Company on the basis that the Liquidators are entitled to recover and pay their remuneration in respect of:

(i) getting in, preserving and realising the Assets;

(ii) distributing the Assets (once realised); and

(iii) conducting the winding up of the Company, including remuneration of and incidental to the Originating Process filed on 18 December 2025 and the Interlocutory Process filed on 23 December 2025 in these proceedings, such remuneration to be paid in the order of priority specified in section 556(1) of the Corporations Act 2001 (Cth);

2. Pursuant to section 90-15 of the IPS, the remuneration of the Liquidators for the period 3 December 2025 to 24 December 2025 be fixed in the sum of $42,393 excluding GST.

3. Pursuant to rule 1.3 of the Federal Court (Corporations) Rules 2000 (Cth), the requirements of rule 9.2 of the Federal Court (Corporations) Rules 2000 (Cth) be dispensed with.

4. Pursuant to section 90-15 of the IPS, the Liquidators are justified in seeking the approval for and payment of their remuneration as liquidators of the Company in accordance with the Corporations Act 2001 (Cth), the Regulations thereunder, the IPS, and the Insolvency Practice Rules (Corporations) 2016.

5. Pursuant to section 81(1) of the Trustee Act 1925 (NSW), the Liquidators be empowered to:

(a) realise the Assets, including to collect debts due and payable to the Company as trustee for the Trust as at the date of the Liquidators' appointment, being 3 December 2025 and debts payable to the Company in its said capacity which fall due for payment in the period after that date;

(b) execute and (as the case may be, lodge) any business activity statements, income tax returns, financial statements and other documents relating to the Trust; and

(c) get in and apply moneys in accordance with order 9 below.

6. Pursuant to section 477(2B) of the Corporations Act 2001 (Cth), approval be granted to the Liquidators nunc pro tunc to enter into the costs agreement with Swaab substantially in the form of the document at pages 55 to 65 of Exhibit NAJD-1 to the affidavit of Nicholas Anthony James Dale sworn on 23 December 2025.

7. Any person who can demonstrate sufficient interest to discharge or vary orders 1 to 6 above has liberty to apply on giving five business days' notice to the Liquidators and to the Duty Judge.

8. By 4pm on 24 December 2025, the plaintiff provide a written unconditional, irrevocable authority and direction to his solicitor, Mr Raymond Roser, of Roser Lawyers, to:

(a) provide a copy of the said authority, to the Liquidators and the Deputy Commissioner of Taxation, by 5 pm on 24 December 2025;

(b) apply, within 7 days, the balance of Roser Lawyers' trust account, being $792,000, to the liquidation bank account in order 9; and

(c) provide, within 7 days, a trust account statement to the Liquidators and the Deputy Commissioner of Taxation demonstrating compliance with order 8(b).

9. On or before 9 January 2026, the Liquidators apply funds in the liquidation bank account relating to the winding up of the Company in the following order of priority and in the following manner:

(a) in payment of the Deputy Commissioner of Taxation’s costs in proceedings NSD1866/2025 in the amount of $3,416.36;

(b) in payment of expenses of the winding up of the Company, including legal costs of and incidental to the Interlocutory Process filed on 23 December 2025 and the Originating Process filed on 18 December 2025;

(c) their remuneration fixed in accordance with order 2;

(d) in satisfaction of the claims of creditors of the Company:

(i) shown in Annexure B to the Liquidators' report to creditors dated 18 December 2025 at page 27 to 66 of exhibit DS-2 (subject to the amount to be paid to Vella Civil NSW increasing from $92,119.11 to $110,511.16); and

(ii) arising out of the lodgement of any business activity statements and income tax returns for the Trust which relate to a period ended before the date of these orders.

10. If by 9 January 2026, the Liquidators are unable to comply with:

(a) Order 9(d)(i) because the balance of the liquidation bank account relating to the winding up of the Company is insufficient to enable their compliance with such order; or

(b) Order 9(d)(ii) for any reason

they must notify the plaintiff in writing (and provide a copy to the Deputy Commissioner of Taxation) by 12 January 2026:

(c) If sub-paragraph (a) applies, as to the amounts they have paid to each creditor, the unpaid balance of the claim of any creditor, and the balance of the liquidation bank account; or

(d) If sub-paragraph (b) applies, the amount that remains unpaid, the balance of the liquidation bank account, and the reason for their inability to comply with order 9(d)(ii).

11. If the Liquidators give notice to the plaintiff in accordance with order 10, by 14 January 2026, the plaintiff must pay into the liquidation bank account the amount specified in that notice to enable the Company to:

(a) make the payments required in order 9(d)(i) so as to discharge in full the claim of any creditor in the winding up of the Company; and

(b) satisfy the applicable liability to the Commonwealth of Australia in order 9(d)(ii).

12. Pursuant to section 482(1) of the Corporations Act 2001 (Cth) that the winding up of the Company be terminated.

13. Liberty to apply to the parties and the Deputy Commissioner of Taxation on 3 days’ notice to each other and to the Duty Judge.

14. These orders be entered forthwith and that within 7 days:

(a) the plaintiff lodge them with the Australian Securities and Investments Commission; and

(b) the Liquidators circulate these orders to known creditors of the Company.

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

REASONS FOR JUDGMENT

OWENS J:

1 The plaintiff is the sole shareholder and director of IAZ Logistics Pty Ltd, which was wound up in insolvency by a Registrar of this Court on 3 December 2025. He has applied for an order pursuant to s 482 of the Corporations Act 2001 (Cth), terminating the winding up of the company.

2 The company was wound up on the application of the Deputy Commissioner of Taxation. The plaintiff was aware that that application had been filed, but was assured by his accountant that there was nothing to worry about and that he did not need to do anything in relation to it. The precise reason why the accountant took that view was not disclosed by the evidence: it is sufficient for present purposes to observe that the case was not put on the basis that the winding up order was obtained through a fundamental irregularity such that it should be set aside ex debito justitiae, with the consequence that it was not necessary for the plaintiff to prove that the company was solvent. Nor was it put that there was some irregularity involved, such that a more flexible approach to proof of solvency might be appropriate. See generally Deputy Commissioner of Taxation v Infomatix Solutions Pty Ltd [2025] FCA 1094 at [27] (Beach J) and the cases there cited by his Honour.

3 The principles in accordance with which applications of this kind are determined are well-known. I summarised them in Blundell, in the matter of Reacon Australia Pty Ltd (in liquidation) [2025] FCA 758 at [10]-[13], and I won’t repeat them now.

4 It may be accepted, consistently with the plaintiff’s submissions, that many of the factors identified in the cases, to the extent they are relevant here, favour the termination of the winding up. The real issues, it seems to me, are as follows:

(a) whether proper and adequate notice has been given to the company’s creditors of the application;

(b) to the extent that it hasn’t, what to make of the evidence concerning the attitude of the company’s creditors;

(c) the liquidators’ attitude to the application; and

(d) most importantly of all, whether it has been satisfactorily proved that the company is, and will be going forward, solvent.

The Position of Creditors

5 At 5:59pm on 18 December 2025, the plaintiff’s solicitor emailed the company’s creditors, notifying them of the time and date of the...