THE CORPORATIONS LAW

CHAPTER 5 - EXTERNAL ADMINISTRATION

PART 5.6 - WINDING UP GENERALLY

Division 3 - Liquidators

SECTION 532   DISQUALIFICATION OF LIQUIDATOR  

532(1A)  [``liquidator'']  

In this section:

``liquidator'' includes a provisional liquidator.

532(1)  [Qualifications]  

Subject to this section, a person shall not consent to be appointed, and shall not act, as liquidator of a company unless he or she is:

(a)  a registered liquidator; or

(b)  registered as a liquidator of that company under subsection 1282(3).

532(2)  [Persons disqualified except with leave of Court]  

Subject to this section, a person shall not, except with the leave of the Court, seek to be appointed, or act, as liquidator of a company:

(a)  if the person, or a body corporate in which the person has a substantial holding, is indebted in an amount exceeding $5,000 to the company or a body corporate related to the company;

(b)  if the person is, otherwise than in his or her capacity as liquidator, a creditor of the company or of a related body corporate in an amount exceeding $5,000; or

(c)  if:

(i) the person is an officer of the company (otherwise than by reason of being a liquidator of the company or of a related body corporate);

(ii) the person is an officer of any body corporate that is a mortgagee of property of the company;

(iii) the person is an auditor of the company;

(iv) the person is a partner or employee of an auditor of the company;

(v) the person is a partner, employer or employee of an officer of the company; or

(vi) the person is a partner or employee of an employee of an officer of the company.

532(3)  [Indebtedness]  

For the purposes of paragraph (2)(a), disregard a debt owed by a natural person to a body corporate if:

(a)  the body corporate is:

(i) an Australian ADI; or

(ii) a body corporate registered under the Life Insurance Act 1995; and

(b)  the debt arose because of a loan that the body corporate or entity made to the person in the ordinary course of its ordinary business; and

(c)  the person used the amount of the loan to pay the whole or part of the purchase price of premises that the person uses as their principal place of residence.

532(4)  [Exceptions]  

Subsection (1) and paragraph (2)(c) do not apply to a members' voluntary winding up of a proprietary company.

532(5)  [Further exception]  

Paragraph (2)(c) does not apply to a creditors' voluntary winding up if, by a resolution of the creditors passed at a meeting of the creditors of which 7 days notice has been given to every creditor stating the purpose of the meeting, it is determined that that paragraph shall not so apply.

532(6)  [Deemed officer or auditor]  

For the purposes of subsection (2), a person shall be deemed to be an officer or auditor of a company if:

(a)  the person is an officer or auditor of a related body corporate; or

(b)  except where the Commission, if it thinks fit in the circumstances of the case, directs that this paragraph shall not apply in relation to the person - the person has, at any time within the immediately preceding period of 2 years, been an officer, auditor or promoter of the company or of a related body corporate.

532(7)  [Insolvent under administration]  

A person shall not consent to be appointed, and shall not act, as liquidator of a company if he or she is an insolvent under administration.

532(8)  [Official liquidator]  

A person shall not consent to be appointed, and shall not act, as liquidator of a company that is being wound up by order of the Court unless he or she is an official liquidator.

532(9)  [Prior consent to act]  

A person shall not be appointed as liquidator of a company unless the person has, before his or her appointment, consented in writing to act as liquidator of the company.