Corporations Act 2001

CHAPTER 5 - EXTERNAL ADMINISTRATION  

PART 5.5 - VOLUNTARY WINDING UP  

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

Division 1 - Resolution for winding up  

SECTION 493A   EFFECT OF VOLUNTARY WINDING UP ON COMPANY ' S MEMBERS  

493A(1)   Transfer of shares.  

A transfer of shares in a company that is made after the passing of the resolution is void except if:

(a) both:

(i) the liquidator gives written consent to the transfer; and

(ii) that consent is unconditional; or

(b) all of the following subparagraphs apply:

(i) the liquidator gives written consent to the transfer;

(ii) that consent is subject to one or more specified conditions;

(iii) those conditions have been satisfied; or

(c) the Court makes an order under subsection (4) authorising the transfer.

493A(2)   [ Liquidator's consent to transfer]  

The liquidator may only give consent under paragraph (1)(a) or (b) if he or she is satisfied that the transfer is in the best interests of the company ' s creditors as a whole.

493A(3)   [ Application to Court to authorise transfer]  

If the liquidator refuses to give consent under paragraph (1)(a) or (b) to a transfer of shares in the company:

(a) the prospective transferor; or

(b) the prospective transferee; or

(c) a creditor of the company;

may apply to the Court for an order authorising the transfer.

493A(4)   [ Court may authorise transfer]  

If the Court is satisfied, on an application under subsection (3), that the transfer is in the best interests of the company ' s creditors as a whole, the Court may, by order, authorise the transfer.

493A(5)   [ Application to Court to set aside conditions]  

If the liquidator gives consent under paragraph (1)(b) to a transfer of shares in the company:

(a) the prospective transferor; or

(b) the prospective transferee; or

(c) a creditor of the company;

may apply to the Court for an order setting aside any or all of the conditions to which the consent is subject.

493A(6)   [ Court may set aside conditions]  

If the Court is satisfied, on an application under subsection (5), that any or all of the conditions covered by the application are not in the best interests of the company ' s creditors as a whole, the Court may, by order, set aside any or all of the conditions.

493A(7)   [ Liquidator entitled to be heard]  

The liquidator is entitled to be heard in a proceeding before the Court in relation to an application under subsection (3) or (5).

493A(8)   Alteration in the status of members.  

An alteration in the status of members of a company that is made after the passing of the resolution is void except if:

(a) both:

(i) the liquidator gives written consent to the alteration; and

(ii) that consent is unconditional; or

(b) all of the following subparagraphs apply:

(i) the liquidator gives written consent to the alteration;

(ii) that consent is subject to one or more specified conditions;

(iii) those conditions have been satisfied; or

(c) the Court makes an order under subsection (12) authorising the alteration.

493A(9)   [ Liquidator consent to alteration]  

The liquidator may only give consent under paragraph (8)(a) or (b) if he or she is satisfied that the alteration is in the best interests of the company ' s creditors as a whole.

493A(10)   [ Where liquidator must refuse]  

The liquidator must refuse to give consent under paragraph (8)(a) or (b) if the alteration would contravene Part 2F.2 .

493A(11)   [ Application to Court to authorise alteration]  

If the liquidator refuses to give consent under paragraph (8)(a) or (b) to an alteration in the status of members of a company:

(a) a member of the company; or

(b) a creditor of the company;

may apply to the Court for an order authorising the alteration.

493A(12)   [ Court may authorise alteration]  

If the Court is satisfied, on an application under subsection (11), that:

(a) the alteration is in the best interests of the company ' s creditors as a whole; and

(b) the alteration does not contravene Part 2F.2 ;

the Court may, by order, authorise the alteration.

493A(13)   [ Application to Court to set aside conditions]  

If the liquidator gives consent under paragraph (8)(b) to an alteration in the status of members of a company:

(a) a member of the company; or

(b) a creditor of the company;

may apply to the Court for an order setting aside any or all of the conditions to which the consent is subject.

493A(14)   [ Court may set aside conditions]  

If the Court is satisfied, on an application under subsection (13), that any or all of the conditions covered by the application are not in the best interests of the company ' s creditors as a whole, the Court may, by order, set aside any or all of the conditions.

493A(15)   [ Liquidator entitled to be heard]  

The liquidator is entitled to be heard in a proceeding before the Court in relation to an application under subsection (11) or (13).