Corporations Act 2001

CHAPTER 5 - EXTERNAL ADMINISTRATION  

PART 5.3A - ADMINISTRATION OF A COMPANY'S AFFAIRS WITH A VIEW TO EXECUTING A DEED OF COMPANY ARRANGEMENT  

Division 12 - Transition to creditors ' voluntary winding up  

SECTION 446AA   ADMINISTRATOR BECOMES LIQUIDATOR - ADDITIONAL CASES   Scope

446AA(1)  
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


(b) both:


(i) the deed of company arrangement specifies circumstances in which the deed is to terminate and the company is to be wound up; and

(ii) those circumstances exist at a particular time.
Resolution that company be wound up voluntarily

446AA(2)  
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.

Power to stay or terminate winding up

446AA(5)  
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).


 

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