THE CORPORATIONS LAW

CCH Note: Part 13 of the Corporations Act 1989, inserted by sec 6 of No 110 of 1990, Sch 1 (effective 1 January 1991), begins as follows:

PART 13 - THE CORPORATIONS LAW
THE CORPORATIONS LAW 82
The Corporations Law is as follows:...

CHAPTER 5 - EXTERNAL ADMINISTRATION

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

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

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(b) (Repealed by No 61 of 1998, Sch 2, Pt 2 (effective 1 July 1998).)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

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461(2) [Lodge special resolution]

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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.

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