Corporations Act 2001

CHAPTER 5 - EXTERNAL ADMINISTRATION  

PART 5.1 - ARRANGEMENTS AND RECONSTRUCTIONS  

Note: This Part applies to CCIVs with modifications: see Division 2 of Part 8B.6 .

SECTION 413   PROVISIONS FOR FACILITATING RECONSTRUCTION AND AMALGAMATION OF PART 5.1 BODIES  

413(1)    
Where an application is made to the Court under this Part for the approval of a compromise or arrangement and it is shown to the Court that the compromise or arrangement has been proposed for the purposes of, or in connection with, a scheme for the reconstruction of a Part 5.1 body or Part 5.1 bodies or the amalgamation of 2 or more Part 5.1 bodies and that, under the scheme, the whole or any part of the undertaking or of the property of a body concerned in the scheme (in this section called the transferor body ) is to be transferred to a company (in this section called the transferee company ), the Court may, either by the order approving the compromise or arrangement or by a later order, provide for all or any of the following matters:

(a)    the transfer to the transferee company of the whole or a part of the undertaking and of the property or liabilities of the transferor body;

(b)    the allotting or appropriation by the transferee company of shares, debentures, policies or other interests in that company that, under the compromise or arrangement, are to be allotted or appropriated by that company to or for any person;

(c)    the continuation by or against the transferee company of any legal proceedings pending by or against the transferor body;

(d)    if the transferor body is a company - the deregistration by ASIC, without winding up, of the transferor body;

(e)    the provision to be made for any persons who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement;

(f)    the transfer or allotment of any interest in property to any person concerned in the compromise or arrangement;

(g)    such incidental, consequential and supplemental matters as are necessary to ensure that the reconstruction or amalgamation is fully and effectively carried out.

413(2)    

Where an order made under this section provides for the transfer of property or liabilities, then, by virtue of the order, that property is transferred to and vests in, and those liabilities are transferred to and become the liabilities of, the transferee company, free, in the case of any particular property if the order so directs, from any security interest that is, by virtue of the compromise or arrangement, to cease to have effect.

413(3)    
Where an order is made under this section, each body to which the order relates must, within 14 days after the making of the order, lodge with ASIC an office copy of the order.

413(4)    
In this section:

liabilities
includes duties of any description, including duties that are of a personal character or are incapable under the general law of being assigned or performed vicariously.

property
includes rights and powers of any description, including rights and powers that are of a personal character and are incapable under the general law of being assigned or performed vicariously.