Corporations Amendment (Insolvency) Act 2007 (132 of 2007)

Schedule 1 Improving outcomes for creditors

Part 4 Facilitating pooling in external administration

Corporations Act 2001

133 After Division 7B of Part 5.6

Insert:

Division 8 - Pooling

Subdivision A - Pooling determinations

571 Pooling determination

Making of pooling determination

(1) If the following conditions are satisfied in relation to a group of 2 or more companies:

(a) each company in the group is being wound up;

(b) any of the following subparagraphs applies:

(i) each company in the group is a related body corporate of each other company in the group;

(ii) apart from this section, the companies in the group are jointly liable for one or more debts or claims;

(iii) the companies in the group jointly own or operate particular property that is or was used, or for use, in connection with a business, a scheme, or an undertaking, carried on jointly by the companies in the group;

(iv) one or more companies in the group own particular property that is or was used, or for use, by any or all of the companies in the group in connection with a business, a scheme, or an undertaking, carried on jointly by the companies in the group;

the liquidator or liquidators of the companies may, by writing:

(d) if the liquidator or liquidators consider that it is just and equitable, as between the various creditors of the companies in the group, to do so - determine that any or all of the following provisions:

(i) subsection (2);

(ii) subsection (3);

(iii) subsection (4);

(iv) subsection (5);

(v) subsection (6);

(vi) subsection (7);

are modified, as set out in the determination, in their application to the companies in the group.

Note 1: Section 9 provides that pooling determination means a determination under subsection (1) of this section.

Note 2: A pooling determination comes into force when it is approved by the eligible unsecured creditors of each of the companies in the group - see section 578.

Consequences of pooling determination

(2) If a determination under paragraph (1)(c) comes into force in relation to a group of 2 or more companies:

(a) each company in the group is taken to be jointly and severally liable for each debt payable by, and each claim against, each other company in the group; and

(b) each debt payable by a company or companies in the group to any other company or companies in the group is extinguished; and

(c) each claim that a company or companies in the group has against any other company or companies in the group is extinguished.

(3) Subsection (2) applies to a debt or claim:

(a) whether present or future; and

(b) whether certain or contingent; and

(4) Subsection (2) does not apply to a debt payable by, or a claim against, a company in the group unless the debt or claim is admissible to proof against the company.

(5) If a determination under paragraph (1)(c) comes into force in relation to a group of 2 or more companies, the order of priority applicable under sections 556, 560 and 561 is not altered for a company in the group.

(6) If:

(a) a determination under paragraph (1)(c) comes into force in relation to a group of 2 or more companies; and

(b) a secured creditor of a company in the group surrenders the relevant security to the liquidator of the company for the benefit of creditors of the companies in the group generally;

the debt may be recovered as a debt that is jointly and severally payable by the companies in the group.

(7) If:

(a) a determination under paragraph (1)(c) comes into force in relation to a group of 2 or more companies; and

(b) a secured creditor of a company in the group realises the security;

so much of the debt as remains after deducting the net amount realised may be recovered as a debt that is jointly and severally payable by the companies in the group.

(8) The following provisions have effect subject to any modifications under paragraph (1)(d):

(a) subsection (2);

(b) subsection (3);

(d) subsection (5);

(e) subsection (6);

(f) subsection (7).

(9) Subsection (2) does not apply in relation to a secured creditor unless the relevant debt is payable by a company or companies in the group to any other company or companies in the group.

(10) If:

(a) a pooling determination comes into force in relation to a group of 2 or more companies; and

(b) there are one or more eligible employee creditors of a company in the group;

those eligible employee creditors are entitled to a priority at least equal to what they would have been entitled if the determination had not been made.

Section 477 not limited

(11) This section does not limit section 477.

572 Variation of pooling determination

If a pooling determination is in force in relation to a group of 2 or more companies, the liquidator or liquidators of the companies may, by writing, vary the determination.

Note: A variation of a pooling determination comes into force when it is approved by the creditors of the companies in the group - see section 578.

573 Lodgment of copy of pooling determination etc.

Pooling determination

(1) Within 7 days after a pooling determination comes into force in relation to a group of 2 or more companies, the liquidator or liquidators of the companies in the group must lodge a copy of the determination with ASIC.

Note: A pooling determination comes into force when it is approved by the eligible unsecured creditors of each of the companies in the group - see section 578.

Variation of pooling determination

(2) Within 7 days after a variation of a pooling determination comes into force in relation to a group of 2 or more companies, the liquidator or liquidators of the companies in the group must lodge a copy of the variation with ASIC.

Note: A variation of a pooling determination comes into force when it is approved by the eligible unsecured creditors of each of the companies in the group - see section 578.

574 Eligible unsecured creditors must approve the making or variation of a pooling determination

Convening of meetings of creditors

(1) Within 5 business days after the liquidator or liquidators of a group of 2 or more companies:

(a) make a pooling determination in relation to the group; or

(b) vary a pooling determination in force in relation to the group;

the liquidator or liquidators must convene separate meetings of the eligible unsecured creditors of each of the companies in the group.

Note: For eligible unsecured creditor , see section 579Q.

Notice of meeting

(2) A liquidator of a company must convene a meeting of the eligible unsecured creditors of the company by giving written notice of the meeting to the company's eligible unsecured creditors at least 5 business days before the meeting.

Note: For electronic notification under this subsection, see section 600G.

(3) The notice given to an eligible unsecured creditor under subsection (2) must be accompanied by:

(a) a copy of the determination or variation; and

(b) a written statement:

(i) identifying each of the companies in the group; and

(ii) setting out the opinion of the liquidator about each of the matters specified in subsection (4), and the reasons of the liquidator for those opinions; and

(iii) if the liquidator considers that any eligible unsecured creditors are likely to be disadvantaged by the coming into force of the determination or variation - the reasons (if any) why the liquidator considers that those disadvantaged eligible unsecured creditors should vote for a resolution approving the making of the determination or variation; and

(iv) setting out such other information known to the liquidator as will enable the eligible unsecured creditors to make an informed decision about whether to approve the making of the determination or variation.

Note: For electronic notification under this subsection, see section 600G.

(4) For the purposes of subparagraph (3)(b)(ii), the matters are as follows:

(a) whether it would be in the eligible unsecured creditors' interests generally for the determination or variation to come into force;

(b) the extent to which particular eligible unsecured creditors are likely to be disadvantaged by the coming into force of the determination or variation;

(c) the extent to which particular companies in the group are likely to be disadvantaged by the coming into force of the determination or variation;

(d) the likely return to eligible unsecured creditors if the determination or variation were to come into force;

(e) the likely return to eligible unsecured creditors if the determination or variation were not to come into force.

575 Members' voluntary winding up - copy of notice etc. to be given to each member of the company

If:

(a) a company is being wound up under a members' voluntary winding up; and

(b) the liquidator of the company convenes a meeting of the eligible unsecured creditors of the company under section 574;

the liquidator must, within 5 business days after convening the meeting, give a copy of:

(d) the paragraph 574(3)(b) statement;

to each member of the company, so long as the member is not a company in the group concerned.

576 Conduct of meeting

(1) At a meeting convened under section 574, the liquidator is to preside.

(2) A meeting convened under section 574 may be adjourned from time to time.

577 Eligible unsecured creditors may decide to approve the determination or variation

(1) At a meeting convened under section 574, the eligible unsecured creditors may resolve to approve the making of the determination or variation.

Note: For eligible unsecured creditor , see section 579Q.

(2) A resolution under subsection (1) must be agreed to by a majority in number of the eligible unsecured creditors present and voting, either in person or by proxy, being a majority whose debts or claims against the company amount in the aggregate to at least 75% of the total amount of the debts and claims of the eligible unsecured creditors present and voting in person or by proxy.

(3) If, at a meeting convened under section 574, the eligible unsecured creditors do not resolve to approve the making of the determination or variation:

(a) the determination or variation is cancelled at the end of the meeting; and

(b) if, as at the end of the meeting, a corresponding resolution has not been considered at another meeting convened under section 574 of the eligible unsecured creditors of another company in the group - that other meeting is cancelled.

578 When pooling determination comes into force etc.

Pooling determination

(1) If:

(a) a pooling determination is made in relation to a group of 2 or more companies; and

(b) meetings are convened under section 574 of the eligible unsecured creditors of each company in the group; and

(c) at each meeting, the eligible unsecured creditors pass a resolution, in accordance with section 577, approving the making of the determination;

then:

(d) if all the resolutions were passed at the same time - the determination comes into force immediately after the resolutions were passed; or

(e) if the resolutions were passed at different times - the determination comes into force immediately after the last of those times.

Note: For eligible unsecured creditor , see section 579Q.

Variation of pooling determination

(2) If:

(a) a pooling determination is in force in relation to a group of 2 or more companies; and

(b) the pooling determination is varied; and

(d) at each meeting, the eligible unsecured creditors pass a resolution, in accordance with section 577, approving the making of the variation;

then:

(e) if all the resolutions were passed at the same time - the variation comes into force immediately after the resolutions were passed; or

(f) if the resolutions were passed at different times - the variation comes into force immediately after the last of those times.

Note: For eligible unsecured creditor , see section 579Q.

579 Duties of liquidator

(1) This section applies if:

(a) the liquidator or liquidators of a group of 2 or more companies exercise a power conferred by section 571 or 574; and

(b) the liquidator or liquidators, in the exercise of that power, acted:

(i) with due care; and

(ii) in good faith; and

(iii) for the benefit of the creditors of the companies in the group, considered as a whole.

(2) The liquidator or liquidators are taken not to be in breach of:

(a) any duty to a company in the group concerned (whether under section 180, 181, 182, 183 or 184 or otherwise and whether of a fiduciary nature or not); or

(b) any duty to the creditors of a company in the group concerned (whether of a fiduciary nature or not);

in connection with the exercise of that power.

579A Court may vary or terminate pooling determination

(1) If a pooling determination is in force in relation to a group of 2 or more companies, the Court may make an order varying or terminating the pooling determination if the Court is satisfied that:

(a) information that was about the business, property, affairs or financial circumstances of a company in the group, and that:

(i) was false or misleading; and

(ii) can reasonably be expected to have been material to eligible unsecured creditors of a company in the group in deciding whether to vote in favour of a resolution to approve the making of the pooling determination;

was given to:

(iii) the liquidator of a company in the group; or

(iv) eligible unsecured creditors of a company in the group; or

(b) information that was about the business, property, affairs or financial circumstances of a company in the group, and that:

(i) was false or misleading; and

was contained in a statement under paragraph 574(3)(b) that accompanied a notice of the meeting at which the resolution was passed; or

(c) there was an omission from such a statement, and the omission can reasonably be expected to have been material to any of those eligible unsecured creditors in deciding whether to vote in favour of a resolution to approve the making of the pooling determination; or

(d) effect cannot be given to the pooling determination without injustice or undue delay; or

(e) the pooling determination would materially disadvantage an eligible unsecured creditor who is an applicant for the order; or

(f) the pooling determination would be oppressive or unfairly prejudicial to, or unfairly discriminatory against, an applicant for the order who is an eligible unsecured creditor of a company in the group; or

(g) the pooling determination would be contrary to the interests of the creditors of the companies in the group, considered as a whole; or

(h) in a case where a company in the group is being wound up under a members' voluntary winding up:

(i) the pooling determination would materially disadvantage a member of the company who is an applicant for the order; or

(ii) the pooling determination would be oppressive or unfairly prejudicial to, or unfairly discriminatory against, one or more such members; or

(iii) the pooling determination would be contrary to the interests of the members of the company as a whole; or

(i) the pooling determination should be varied or terminated for some other reason.

Note: For eligible unsecured creditor , see section 579Q.

(2) An order may only be made on the application of:

(a) a creditor of a company in the group; or

(b) in a case where a company in the group is being wound up under a members' voluntary winding up - a member of the company, so long as the member is not a company in the group; or

579B Court may cancel or confirm variation

(1) If:

(a) a pooling determination is in force in relation to a group of 2 or more companies; and

(b) the determination is varied; and

either of the following persons may apply to the Court for an order cancelling the variation:

(d) a creditor of a company in the group;

(e) in a case where a company in the group is being wound up under a members' voluntary winding up - a member of the company, so long as the member is not a company in the group.

(2) On an application, the Court:

(a) may make an order cancelling the variation, or confirming it, either wholly or in part, on such conditions (if any) as the order specifies; and

(b) may make such other orders as it thinks appropriate.

579C When Court may void or validate pooling determination

(1) If there is doubt, on a specific ground, whether a pooling determination that relates to a group of 2 or more companies:

(a) was made, varied or approved in accordance with this Division; or

(b) complies with this Division;

any of the following persons may apply to the Court for an order under this section:

(d) a creditor of a company in the group;

(e) in a case where a company in the group is being wound up under a members' voluntary winding up - a member of the company, so long as the member is not a company in the group;

(f) ASIC.

(2) On an application, the Court may make an order declaring the pooling determination, or a provision of it, to be void or not to be void, as the case requires, on the ground specified in the application or some other ground.

(3) On an application, the Court may declare the pooling determination, or a provision of it, to be valid, despite a contravention of a provision of this Division, if the Court is satisfied that:

(a) the provision was substantially complied with; and

(b) no injustice will result for anyone affected by the pooling determination if the contravention is disregarded.

(4) If the Court declares a provision of a pooling determination to be void, the Court may, by order, vary the pooling determination.

579D Effect of termination or avoidance

The termination or avoidance, in whole or in part, of a pooling determination does not affect the previous operation of:

(a) the pooling determination; or

(b) this Division in so far as it relates to the pooling determination.

Subdivision B - Pooling orders

579E Pooling orders

Making of pooling order

(1) If it appears to the Court that the following conditions are satisfied in relation to a group of 2 or more companies:

(a) each company in the group is being wound up;

(b) any of the following subparagraphs applies:

(i) each company in the group is a related body corporate of each other company in the group;

(ii) apart from this section, the companies in the group are jointly liable for one or more debts or claims;

the Court may, if the Court is satisfied that it is just and equitable to do so, by order, determine that the group is a pooled group for the purposes of this section.

Note 1: Section 9 provides that pooling order means an order under subsection (1) of this section.

Note 2: See also subsection (12) (just and equitable criteria).

Consequences of pooling order

(2) If a pooling order comes into force in relation to a group of 2 or more companies:

(a) each company in the group is taken to be jointly and severally liable for each debt payable by, and each claim against, each other company in the group; and

(b) each debt payable by a company or companies in the group to any other company or companies in the group is extinguished; and

(c) each claim that a company or companies in the group has against any other company or companies in the group is extinguished.

Note: For exemptions, see paragraph 579G(1)(a).

(3) Subsection (2) applies to a debt or claim:

(a) whether present or future; and

(b) whether certain or contingent; and

(4) Subsection (2) does not apply to a debt payable by, or a claim against, a company in the group unless the debt or claim is admissible to proof against the company.

(5) If a pooling order comes into force in relation to a group of 2 or more companies, the order of priority applicable under sections 556, 560 and 561 is not altered for a company in the group.

(6) If:

(a) a pooling order comes into force in relation to a group of 2 or more companies; and

(b) a secured creditor of a company in the group surrenders the relevant security to the liquidator of the company for the benefit of creditors of the companies in the group generally;

the debt may be recovered as a debt that is jointly and severally payable by the companies in the group.

(7) If:

(a) a pooling order comes into force in relation to a group of 2 or more companies; and

(b) a secured creditor of a company in the group realises the security;

so much of the debt as remains after deducting the net amount realised may be recovered as a debt that is jointly and severally payable by the companies in the group.

(8) The following provisions have effect subject to any modifications under paragraph 579G(1)(d):

(a) subsection (2);

(b) subsection (3);

(d) subsection (5);

(e) subsection (6);

(f) subsection (7).

(9) Subsection (2) does not apply in relation to a secured creditor unless the relevant debt is payable by a company or companies in the group to any other company or companies in the group.

(10) The Court must not make a pooling order in relation to a group of 2 or more companies if:

(a) both:

(i) the Court is satisfied the order would materially disadvantage an eligible unsecured creditor of a company in the group; and

(ii) the eligible unsecured creditor has not consented to the making of the order; or

(b) all of the following conditions are satisfied:

(i) a company in the group is being wound up under a members' voluntary winding up;

(ii) the Court is satisfied that the order would materially disadvantage a member of that company;

(iii) the member is not a company in the group;

(iv) the member has not consented to the making of the order.

Note: For eligible unsecured creditor , see section 579Q.

Standing

(11) The Court may only make a pooling order on the application of the liquidator or liquidators of the companies in the group.

Just and equitable criteria

(12) In determining whether it is just and equitable to make a pooling order, the Court must have regard to all of the following matters:

(a) the extent to which:

(i) a company in the group; and

(ii) the officers or employees of a company in the group;

were involved in the management or operations of any of the other companies in the group;

(b) the conduct of:

(i) a company in the group; and

(ii) the officers or employees of a company in the group;

towards the creditors of any of the other companies in the group;

(c) the extent to which the circumstances that gave rise to the winding up of any of the companies in the group are directly or indirectly attributable to the acts or omissions of:

(i) any of the other companies in the group; or

(ii) the officers or employees of any of the other companies in the group;

(d) the extent to which the activities and business of the companies in the group have been intermingled;

(e) the extent to which creditors of any of the companies in the group may be advantaged or disadvantaged by the making of the order;

(f) any other relevant matters.

Lodgment of pooling order

(13) A pooling order must be lodged with ASIC.

579F Variation of pooling orders

(1) The Court may, by order, vary a pooling order if the Court is of the opinion that it is just and equitable to do so.

(2) A pooling order may only be varied on the application of:

(a) the liquidator of a company in the group; or

(b) a creditor of a company in the group; or

(c) in a case where a company in the group is being wound up under a members' voluntary winding up - a member of the company, so long as the member is not a company in the group.

Lodgment of order

(3) An order under subsection (1) must be lodged with ASIC.

579G Court may make ancillary orders etc.

(1) If the Court makes a pooling order in relation to a group of 2 or more companies, the Court may, if the Court is of the opinion that it is just and equitable to do so, do any or all of the following things:

(a) by order, exempt:

(i) a specified debt or claim; or

(ii) a specified class of debts or claims;

from the application of subsection 579E(2) to the group;

(b) by order, transfer, or direct the transfer, of:

(i) specified property; or

(ii) a specified class of property;

from a company in the group to another company in the group;

(i) a specified debt or claim; or

(ii) a specified class of debts or claims;

from a company in the group to another company in the group;

(d) by order, modify the application of this Act in relation to the winding up of the companies in the group;

(e) make such other orders, and give such directions, in relation to the winding up of the companies in the group, as the Court thinks fit.

Standing

(2) An order or direction under subsection (1) may only be made or given on the application of:

(a) the liquidator of a company in the group; or

(b) a creditor of a company in the group; or

(c) in a case where a company in the group is being wound up under a members' voluntary winding up - a member of the company, so long as the member is not a company in the group.

Conditional orders etc.

(3) An order or direction under subsection (1) may be made or given subject to conditions.

(4) An order or direction under subsection (1) may provide for different returns for different creditors or classes of creditors.

(5) An order or direction under subsection (1) may provide for the subordination of the debts and claims of specified creditors or classes of creditors to those of other creditors.

(6) Subsections (4) and (5) do not limit subsection (1) or (3).

Rights of secured creditors

(7) An order or direction under subsection (1) does not affect the rights of a secured creditor, unless the relevant debt is payable by a company or companies in the group to any other company or companies in the group.

Lodgment of order or direction

(8) An order or direction under subsection (1) must be lodged with ASIC.

579H Variation of ancillary orders etc.

Variation of ancillary order

(1) The Court may, by order, vary an order made under subsection 579G(1) if the Court is of the opinion that it is just and equitable to do so.

(2) An order made under subsection 579G(1) may only be varied on the application of:

(a) the liquidator of a company in the group; or

(b) a creditor of a company in the group, so long as the creditor is not a company in the group; or

(c) in a case where a company in the group is being wound up under a members' voluntary winding up - a member of the company, so long as the member is not a company in the group.

Variation of direction

(3) The Court may vary a direction given under subsection 579G(1) if the Court is of the opinion that it is just and equitable to do so.

(4) A direction given under subsection 579G(1) may only be varied on the application of:

(a) the liquidator of a company in the group; or

(b) a creditor of a company in the group; or

(c) in a case where a company in the group is being wound up under a members' voluntary winding up - a member of the company, so long as the member is not a company in the group.

Lodgment of order or direction

(5) An order under subsection (1) must be lodged with ASIC.

(6) A variation of a direction given under subsection 579G(1) must be lodged with ASIC.

579J Notice of application for pooling order etc.

(1) If the liquidator or liquidators of the companies in a group apply for a pooling order, the liquidator or liquidators must give written notice of:

(a) the application; or

(b) an Internet site where persons can view a copy of the application;

to:

(d) in a case where a company in the group is being wound up under a members' voluntary winding up - each member of the company, so long as the member is not a company in the group; and

(e) such other persons (if any) as the Court directs.

Note 1: For eligible unsecured creditor , see section 579Q.

Note 2: For electronic notification under this subsection, see section 600G.

(2) If:

(a) a pooling order is made in relation to a group of 2 or more companies; and

(b) the liquidator of a company in the group applies for:

(i) an order under subsection 579F(1); or

(ii) an order under subsection 579G(1); or

(iii) an order under subsection 579H(1); or

(iv) a direction under subsection 579G(1); or

(v) a variation of a direction given under subsection 579G(1);

the liquidator must give written notice of:

(d) an Internet site where persons can view a copy of the application;

to:

(e) each eligible unsecured creditor of each company in the group; and

(f) in a case where a company in the group is being wound up under a members' voluntary winding up - each member of the company, so long as the member is not a company in the group; and

(g) such other persons (if any) as the Court directs.

Note 1: For eligible unsecured creditor , see section 579Q.

Note 2: For electronic notification under this subsection, see section 600G.

579K Notice of pooling order etc.

Notice of pooling order

(1) If a pooling order is made in relation to a group of 2 or more companies, the liquidator or liquidators of the companies in the group must:

(a) give each eligible unsecured creditor of each company in the group a written notice setting out:

(i) the order; and

(ii) a summary description of the order; or

(b) give each eligible unsecured creditor of each company in the group a written notice of an Internet site where persons can view a copy of:

(i) the order; and

(ii) a summary description of the order.

Note 1: For eligible unsecured creditor , see section 579Q.

Note 2: For electronic notification under this subsection, see section 600G.

(2) If:

(a) a pooling order is made in relation to a group of 2 or more companies; and

(b) a company in the group is being wound up under a members' voluntary winding up;

the liquidator or liquidators of the companies in the group must:

(i) the order; and

(ii) a summary description of the order;

so long as the member is not a company in the group; or

(d) give each member of that company a written notice of an Internet site where persons can view a copy of:

(i) the order; and

(ii) a summary description of the order;

so long as the member is not a company in the group.

Note: For electronic notification under this subsection, see section 600G.

Notice of application by liquidator

(3) If:

(a) a pooling order is made in relation to a group of 2 or more companies; and

(b) the Court does any of the following on the application of a liquidator of a company in the group:

(i) makes an order under subsection 579F(1);

(ii) makes an order under subsection 579G(1);

(iii) makes an order under subsection 579H(1);

(iv) gives a direction under subsection 579G(1);

(v) varies a direction given under subsection 579G(1);

the liquidator must:

(i) the order, direction or variation; and

(ii) a summary description of the order, direction or variation; or

(d) give each eligible unsecured creditor of each company in the group a written notice of an Internet site where persons can view a copy of:

(i) the order, direction or variation; and

(ii) a summary description of the order, direction or variation.

Note 1: For eligible unsecured creditor , see section 579Q.

Note 2: For electronic notification under this subsection, see section 600G.

(4) If:

(a) a pooling order is made in relation to a group of 2 or more companies; and

(b) the Court does any of the following on the application of a liquidator of a company in the group:

(i) makes an order under subsection 579F(1);

(ii) makes an order under subsection 579G(1);

(iii) makes an order under subsection 579H(1);

(iv) gives a direction under subsection 579G(1);

(v) varies a direction given under subsection 579G(1); and

the liquidator must:

(d) give each member of that company a written notice setting out:

(i) the order, direction or variation; and

(ii) a summary description of the order, direction or variation;

so long as the member is not a company in the group; or

(e) give each member of that company a written notice of an Internet site where persons can view a copy of:

(i) the order, direction or variation; and

(ii) a summary description of the order, direction or variation;

so long as the member is not a company in the group.

Note: For electronic notification under this subsection, see section 600G.

579L Consolidated meetings of creditors

(1) If:

(a) either:

(i) a pooling determination is in force in relation to a group of 2 or more companies; or

(ii) a pooling order is in force in relation to a group of 2 or more companies; and

(b) each company in the group is being wound up;

then, unless the Court otherwise orders:

(c) instead of convening separate meetings under or for the purposes of a particular provision of this Act, the liquidator or liquidators may convene a meeting under or for the purposes of that provision, on a consolidated basis, of the creditors of the companies in the group; and

(d) a resolution passed at a consolidated meeting by those creditors is taken to have been passed by the creditors of each of the companies in the group; and

(e) if there are 2 or more liquidators - one of those liquidators is to preside at a consolidated meeting; and

(f) notice of a consolidated meeting may be given by the liquidator or liquidators.

Note: See also section 548A (committee of inspection).

(2) The regulations may make provision for or in relation to:

(a) the convening of, conduct of, and procedure and voting at, consolidated meetings of creditors; and

(b) the number of persons required to constitute a quorum at any such meeting; and

(d) the lodging of copies of notices of, and of resolutions passed at, any such meeting; and

(e) generally regulating the conduct of, and procedure at, any such meeting.

Subdivision C - Other provisions

579M When debts or claims are provable in winding up

If a debt or claim becomes a debt payable by, or a claim against, a company under any of the following provisions:

(a) subsection 571(2) (including that subsection as modified by a determination under paragraph 571(1)(d));

(b) subsection 571(6) (including that subsection as modified by a determination under paragraph 571(1)(d));

(d) subsection 579E(2) (including that subsection as modified by an order under paragraph 579G(1)(d));

(e) subsection 579E(6) (including that subsection as modified by an order under paragraph 579G(1)(d));

(f) subsection 579E(7) (including that subsection as modified by an order under paragraph 579G(1)(d));

(g) subsection 579G(1);

then, in the winding up of the company, the debt or claim is admissible to proof against the company.

579N Group of companies

To avoid doubt, for the purposes of:

(a) this Division; or

(b) any other provision of this Act to the extent to which it relates to this Division;

a group of 2 or more companies need not be associated with each other in any way (other than a way described in paragraph 571(1)(b) or 579E(1)(b)).

579P Secured debt may become unsecured

For the purposes of this Division, a secured debt becomes an unsecured debt to the extent that the creditor proves for the debt as an unsecured creditor.

579Q Eligible unsecured creditor

(1) Subject to subsection (2), for the purposes of the application of this Division to a group of 2 or more companies, a creditor of a company in the group is an eligible unsecured creditor of that company if:

(a) both:

(i) the creditor's debt or claim is unsecured; and

(ii) the creditor is not a company in the group; or

(b) the creditor is specified in the regulations.

Note: For specification by class, see subsection 13(3) of the Legislative Instruments Act 2003.

(2) The regulations may provide that, for the purposes of the application of this Division to a group of 2 or more companies, a specified creditor of a company in the group is not an eligible unsecured creditor of that company.

Note: For specification by class, see subsection 13(3) of the Legislative Instruments Act 2003.

Individuals online services

Business online services

Agents online services

Non-residents online services

Foreign Investor

Corporations Amendment (Insolvency) Act 2007 (132 of 2007)

Schedule 1 Improving outcomes for creditors

Part 4 Facilitating pooling in external administration

Corporations Act 2001

133 After Division 7B of Part 5.6

Tools

Tax information for

Help and support