Corporations Act 2001

CHAPTER 5 - EXTERNAL ADMINISTRATION

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

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

View history note

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

461(1)
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; or

[ CCH Note: There is no paragraph 461(1)(b).]

(c) the company does not commence business within one year from its incorporation or suspends its business for a whole year; or

(d) the company has no members; or

(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; or

(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; or

(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; or

(h)

View history reference

ASIC has stated in a report prepared under Division 1 of Part 3 of the ASIC Act 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; or

[ CCH Note: There is no paragraph 461(1)(i).]

(j) (Repealed)

(k) the Court is of opinion that it is just and equitable that the company be wound up.

View history note

[ CCH Note : Act No 105 of 2008, s 3, Sch 3, Pt 2 [ 31] contained the following saving provision (which was effective 18 October 2008):

Saving
The amendments of sections 461 and 462 of the Corporations Act 2001 made by this Part do not apply in relation to applications made before the commencement of the amendments for orders that companies be wound up.]

461(2)
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.

[ CCH Note: S 461(2) will be amended by No 69 of 2020, s 3, Sch 1[735] and [ 736], by substituting " the Registrar " for " ASIC " and inserting " The lodgement must meet any requirements of the data standards. " at the end, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]

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