Corporations Act 2001
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
(i) the deed of company arrangement specifies circumstances in which the deed is to terminate and the company is to be wound up; and
Resolution that company be wound up voluntarily 446AA(2)
(ii) those circumstances exist at a particular time.
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.
[ CCH Note 1: S 446AA(4) will be amended by No 69 of 2020, s 3, Sch 1, by substituting " the Registrar a notice " for " ASIC a written notice in the prescribed form " in para (a) (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
[ CCH Note 2: S 446AA(4A) will be inserted by No 69 of 2020, s 3, Sch 1 (effective 22 June 2022 or a day or days to be fixed by Proclamation). S 446AA(4A) will read:
The notice must meet any requirements of the data standards.]
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).