Corporations Act 2001

CHAPTER 5 - EXTERNAL ADMINISTRATION  

PART 5.3A - ADMINISTRATION OF A COMPANY ' S AFFAIRS WITH A VIEW TO EXECUTING A DEED OF COMPANY ARRANGEMENT  

Note: This Part does not apply to a CCIV or a sub-fund of a CCIV: see Division 4 of Part 8B.6 .

Division 12 - Transition to creditors ' voluntary winding up  

SECTION 446AA   ADMINISTRATOR BECOMES LIQUIDATOR - ADDITIONAL CASES  
Scope

446AA(1)    
This section applies if a company has executed a deed of company arrangement and:

(a)    the Court, at a particular time, makes an order under section 445D terminating the deed of company arrangement; or

(b)    both:

(i) the deed of company arrangement specifies circumstances in which the deed is to terminate and the company is to be wound up; and

(ii) those circumstances exist at a particular time.

Resolution that company be wound up voluntarily

446AA(2)    
The company is taken:

(a)    to have passed, at the time referred to in paragraph (1)(a) or subparagraph (1)(b)(ii), as the case may be, a special resolution under section 491 that the company be wound up voluntarily; and

(b)    to have done so without a declaration having been made and lodged under section 494 .

Information about company ' s affairs

446AA(3)    
Section 497 is taken to have been complied with in relation to the winding up.

Notice of resolution

446AA(4)    
The liquidator must:

(a)    within 5 business days after the day on which the company is taken to have passed the resolution, lodge with ASIC a written notice in the prescribed form:

(i) stating that the company is taken because of this section to have passed such a resolution; and

(ii) specifying that day; and

(b)    cause the notice to be published, within 5 business days after that day, in the prescribed manner.

Power to stay or terminate winding up

446AA(5)    
Section 482 applies in relation to the winding up as if it were a winding up in insolvency or by the Court.

Note: Section 482 empowers the Court to stay or terminate a winding up and give consequential directions.

446AA(6)    
An application under section 482 as applying because of subsection (5) may be made:

(a)    despite section 198G (exercise of directors ' powers while company under external administration), by the company pursuant to a resolution of the board; or

(b)    by the liquidator; or

(c)    by a creditor; or

(d)    by a contributory.

Note: See also section 499 (appointment of liquidator).