Corporations Act 2001

CHAPTER 5 - EXTERNAL ADMINISTRATION  

PART 5.4A - WINDING UP BY THE COURT ON OTHER GROUNDS  

Note: This Part applies to a sub-fund of a CCIV in a modified form: see Division 5 of Part 8B.6 .

SECTION 461   GENERAL GROUNDS ON WHICH COMPANY MAY BE WOUND UP BY COURT  

461(1)    
The Court may order the winding up of a company if:

(a)    the company has by special resolution resolved that it be wound up by the Court; or

(c)    the company does not commence business within one year from its incorporation or suspends its business for a whole year; or

(d)    the company has no members; or

(e)    directors have acted in affairs of the company in their own interests rather than in the interests of the members as a whole, or in any other manner whatsoever that appears to be unfair or unjust to other members; or

(f)    affairs of the company are being conducted in a manner that is oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members or in a manner that is contrary to the interests of the members as a whole; or

(g)    an act or omission, or a proposed act or omission, by or on behalf of the company, or a resolution, or a proposed resolution, of a class of members of the company, was or would be oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members or was or would be contrary to the interests of the members as a whole; or

(h)    

ASIC has stated in a report prepared under Division 1 of Part 3 of the ASIC Act that, in its opinion:

(i) the company cannot pay its debts and should be wound up; or

(ii) it is in the interests of the public, of the members, or of the creditors, that the company should be wound up; or

(j) (Repealed)

(k)    the Court is of opinion that it is just and equitable that the company be wound up.

461(2)    
A company must lodge a copy of a special resolution referred to in paragraph (1)(a) with ASIC within 14 days after the resolution is passed.