THE CORPORATIONS LAW

CHAPTER 5 - EXTERNAL ADMINISTRATION

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

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

461(1)  [Grounds for winding up by Court]  

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;

(b)  (Repealed by No 61 of 1998, Sch 2, Pt 2 (effective 1 July 1998).)

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

(d)  the company has no members;

(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;

(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;

(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.

(h)  the Commission has stated in a report prepared under Division 1 of Part 3 of the ASIC Law 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;

(j)  if the application was made by APRA - the Court is of opinion that it is in the interests of the public, of the members or of the creditors that the company should be wound up; or

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

461(2)  [Lodge special resolution]  

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.