Corporations Act 2001

CHAPTER 5 - EXTERNAL ADMINISTRATION  

PART 5.5 - VOLUNTARY WINDING UP  

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

Division 3 - Creditors ' voluntary winding up  

Subdivision A - Liquidation process  

SECTION 499   LIQUIDATORS  

499(1)    

The company in general meeting must appoint a liquidator for the purpose of winding up the affairs and distributing the property of the company.

499(2)    

However, subsection (1) does not apply to the company if:

(a) section 446A or 446AA applies in relation to the company; or

(b) regulations made for the purposes of section 446B have the effect that the company is taken to have passed a special resolution under section 491 that the company be wound up voluntarily.

499(2A)    

If section 446A applies in relation to the company because of paragraph 446A(1)(a) :

(a) the company ' s creditors may, at the meeting at which the resolution referred to in that paragraph is passed, appoint a person to be liquidator for the purpose of winding up the affairs and distributing the property of the company; and

(b) if an appointment is not made under paragraph (a) of this subsection before the end of the meeting at which the resolution referred to in paragraph 446A(1)(a) is passed:

(i) the company ' s creditors are taken to have appointed the administrator of the company to be liquidator for the purpose of winding up the affairs and distributing the property of the company; and

(ii) the appointment under subparagraph (i) of this paragraph takes effect at the end of that meeting.

499(2B)    

If section 446A applies in relation to the company because of paragraph 446A(1)(b) :

(a) the company ' s creditors are taken to have appointed the administrator of the company to be liquidator for the purpose of winding up the affairs and distributing the property of the company; and

(b) the appointment takes effect at the time referred to in that paragraph.

499(2C)    

If section 446A applies in relation to the company because of paragraph 446A(1)(c) :

(a) the company ' s creditors may, at the meeting at which the resolution referred to in subparagraph 446A(1)(c)(ii) is passed, appoint a person to be liquidator for the purpose of winding up the affairs and distributing the property of the company; and

(b) if an appointment is not made under paragraph (a) of this subsection before the end of the meeting at which the resolution referred to in subparagraph 446A(1)(c)(ii) is passed:

(i) the company ' s creditors are taken to have appointed the administrator of the deed to be liquidator for the purpose of winding up the affairs and distributing the property of the company; and

(ii) the appointment under subparagraph (i) of this paragraph takes effect at the end of that meeting.

499(2D)    
If section 446AA applies in relation to the company because of paragraph 446AA(1)(a) :

(a) the Court may, immediately after it makes the order referred to in that paragraph, appoint a person to be the liquidator for the purpose of winding up the affairs and distributing the property of the company; and

(b) if no appointment is made under paragraph (a) of this subsection:

(i) the company is taken to have appointed the administrator of the deed of company arrangement referred to in section 446AA to be the liquidator for the purpose of winding up the affairs and distributing the property of the company; and

(ii) the appointment takes effect at the time referred to in paragraph 446AA(1)(a) .

499(2E)    
If section 446AA applies in relation to the company because of paragraph 446AA(1)(b) :

(a) the company is taken to have appointed the administrator of the deed of company arrangement referred to in section 446AA to be the liquidator for the purpose of winding up the affairs and distributing the property of the company; and

(b) the appointment takes effect at the time referred to in subparagraph 446AA(1)(b)(ii) .

499(2F)    
If regulations made for the purposes of section 446B have the effect that a company under administration is taken to have passed a special resolution under section 491 that the company be wound up voluntarily:

(a) the company is taken to have appointed the administrator of the company to be the liquidator for the purpose of winding up the affairs and distributing the property of the company; and

(b) the appointment takes effect when the resolution is taken to have been passed.

499(2G)    
If regulations made for the purposes of section 446B have the effect that a company subject to a deed of company arrangement is taken to have passed a special resolution under section 491 that the company be wound up voluntarily:

(a) the company is taken to have appointed the administrator of the deed to be the liquidator for the purpose of winding up the affairs and distributing the property of the company; and

(b) the appointment takes effect when the resolution is taken to have been passed.

499(3)    

If a liquidator, other than a liquidator appointed by, or by the direction of, the Court resigns:

(a) the Court; or

(b) ASIC; or

(c) the creditors;

may fill the vacancy by the appointment of a liquidator.

Note: If the registration of a liquidator is suspended or cancelled, ASIC must fill the vacancy: see section 40-111 of Schedule 2 .

499(3A)    
(Repealed by No 11 of 2016, s 3, Sch 2 [ 164] (effective 1 March 2017).)

499(4)    

If ASIC fills a vacancy in the office of a liquidator under subsection (3), ASIC must:

(a) publish notice of the filling of the vacancy; and

(b) publish the notice in the prescribed manner.

499(5)    

If ASIC or the Court fills a vacancy in the office of a liquidator under subsection (3), the liquidator is taken, for the purposes of this Act, to be appointed by the creditors.

499(6)    
(Repealed by No 11 of 2016, s 3, Sch 2 [ 164] (effective 1 March 2017).)

499(7)    
(Repealed by No 11 of 2016, s 3, Sch 2 [ 164] (effective 1 March 2017).)