Corporations Act 2001

CHAPTER 5 - EXTERNAL ADMINISTRATION  

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

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


(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) 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


(j) (Repealed)


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


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