Deceased director creates validity issue for appointees

There can’t be too many ways a company can be placed voluntarily into liquidation after it’s sole director has died and presumably none are legitimate but precisely how this unusual occurrence took place in respect of Green Nine Group Pty Ltd (GNG) may soon be revealed.

In the Federal Court yesterday counsel for McGrathNicol trio Kathy Sozou, Anthony Connelly and Jamie Harris indicated that her clients would seek to have their appointments as liquidators of GNG validated.

The trio were appointed on February 7, 2025 at a meeting of creditors convened by their predecessor, Worrells’ Graeme Beattie after he was asked to stand aside by the Deputy Commissioner of Taxation (DCoT).

Beattie is one of a number liquidators who’ve been tapped on the shoulder over the last 12 months as the DCoT has brought the external administrations of 15 associated entities under the control of Sozou, Connelly and Harris.

GNG is one of those 15, linked to various Zenith-branded labour hire entities which the McGrathNicol trio are being funded to investigate.

The court heard yesterday that the incumbent liquidators needed to make such an application because it had come to light during their investigations that GNG’s sole director John Carro died two days before May 22, 2024, the date on which he purportedly met with Worrells’ Youssef Sarakbi to discuss GNG’s statutory liabilities – which remain considerable – as well as his options.

Putting aside the limited options available to the dead, it seems that somehow Sarakbi accepted the signed appointment documents, which were emailed to him on the same day he and someone he thought was GNG’s director held the meeting, which is documented in Beattie’s June 5, 2024 Declaration of Independence, Relevant Relationships & Indemnities (DIRRI).

According to the DIRRI all communications – from the initial phone call from the director on May 17, to the signing of the appointment documents – were between the director, or someone purporting to be the director, and Sarakbi.

iNO asked Beattie and Sarakbi what proof or proofs of identity were provided before Beattie accepted the appointment as liquidator and whether the May 22, 2024 meeting with Sarakbi was in person or via an online audio-visual platform. No responses were received by our publication deadline.

The application means that everything Beattie did – including claiming remuneration – is void, as is the remuneration paid so far to the McGrathNicol trio, though this may have one benefit given payments made GNG’s bank to the ATO may, if Justice Brigitte Markovic agrees to the orders, qualify as preferences.

In the meantime we are left to speculate on how the original appointment came to be, at least until the matter returns to court later this month.