THE CORPORATIONS LAW

CHAPTER 5 - EXTERNAL ADMINISTRATION

PART 5.5 - VOLUNTARY WINDING UP

Division 3 - Creditors' voluntary winding up

SECTION 497   MEETING OF CREDITORS  

497(1)  (Company to convene meeting)  

The company shall cause a meeting of the creditors of the company to be convened for the day, or the day next following the day, on which there is to be held the meeting at which the resolution for voluntary winding up is to be proposed, and shall cause the notices of the meeting of creditors to be sent by post to the creditors simultaneously with the sending of the notices of the meeting of the company.

497(2)  [Requirements as to convenience of meeting]  

The company shall convene a meeting at a date, time and place convenient to the majority in value of the creditors and shall:

(a)  give to the creditors at least 7 days notice by post of the meeting;

(b)  send to each creditor with the notice:

(i) a summary of the affairs of the company in the prescribed form; and

(ii) a list setting out the names of all creditors, the addresses of those creditors and the estimated amounts of their claims, as shown in the records of the company;

(c)  lodge, not less than 7 days before the day fixed for the holding of the meeting, a copy of the notice given under paragraph (a) and of the documents that accompanied that notice in accordance with paragraph (b); and

(d)  publish, not less than 7 days, nor more than 14 days, before the day fixed for the holding of the meeting, a copy of the notice given or to be given under paragraph (a) in each State, Territory or excluded Territory in which the company carries on business or has carried on business at any time during the 2 years immediately preceding that day in a daily newspaper circulating generally in that State, Territory or excluded Territory.

497(3)  [Creditors whose debts do not exceed $200]  

Unless the Court otherwise orders, nothing in subsection (2) requires the company to send, to a creditor whose debt does not exceed $200, a list of creditors referred to in subparagraph (2)(b)(ii), but the notice convening the meeting that is sent to a creditor to whom the company is not required to send such a list shall specify a place at which copies of the list referred to in that subparagraph can be obtained on request made orally or in writing and, where such a creditor so requests, the company shall as soon as practicable comply with the request.

497(4)  [Contravention of subsec (1) or (2)]  

If the company contravenes subsection (1) or (2):

(a)  the company is not guilty of an offence by virtue of this section or section 1311; and

(b)  a person involved in the contravention contravenes this subsection.

497(5)  [Directors' duties]  

The directors of the company shall:

(a)  cause to be laid before the meeting of creditors a report in the prescribed form, and verified by all the directors, as to the affairs of the company, made up to the latest practicable date before the notices of the meeting were sent; and

(b)  appoint one of their number to attend the meeting.

497(6)  [Director and secretary to attend]  

The director so appointed and a secretary (if the company has one) shall attend the meeting and disclose to the meeting the affairs of the company and the circumstances leading up to the proposed winding up. If the company has 2 or more directors, the director so appointed must not also attend in the capacity of a secretary.

497(7)  [Lodgment of copy of report]  

The directors of the company shall, not later than 7 days after the report referred to in paragraph (5)(a) is laid before the meeting of creditors as mentioned in that paragraph, lodge a copy of the report with the Commission.

497(8)  [Appointment of chairman]  

The creditors may appoint one of their number or the director appointed under subsection (5) to preside at the meeting.

497(9)  [Determination by chairman]  

The chairman shall, at the meeting, determine whether the meeting has been held at a date, time and place convenient to the majority in value of the creditors and his or her decision is final.

497(10)  [Deemed meeting of creditors]  

At a meeting of creditors held under this section the creditors may determine the matters referred to in paragraphs 548(1)(a) and (b) and, where the creditors so determine those matters, a meeting of the creditors for the purposes of section 548 shall be deemed to have been held and the determinations shall be deemed to have been made under that section.