Commonwealth Consolidated Acts Commonwealth Consolidated ActsA director is not relieved from any of their duties under this Act (including sections 180, 181, 182, 183 and 184), or their fiduciary duties, in connection with a transaction merely because the transaction is authorised by a provision of this Chapter or is approved by a resolution of members under a provision of this Chapter.
This Part sets out the main interpretative provisions for this Act. Particular provisions of this Act may have different or additional interpretative provisions. Terms may be defined only for a particular purpose or have a different definition for different purposes.
The Dictionary in section 9 includes a definition for each term that is defined in this Act, except:
(a) terms that are defined for the purposes of a single section or part of a single section; and
(b) terms that are defined for the purposes of Chapter 10 (transitional provisions), Schedule 2 (the Insolvency Practice Schedule) or Schedule 4 (transfer of financial institutions and friendly societies).
To the extent that a term used in a provision is not defined in this Act, it has its ordinary meaning.
This Part provides for mutual capital instruments (MCIs).
An MCI is a share in a mutual entity that meets requirements relating to voting rights and other matters. Certain kinds of mutual entities may issue MCIs and become MCI mutual entities.
Division 3 sets out a special procedure for amending the constitution of a mutual entity that proposes to issue MCIs.
This Part sets out some of the most significant duties of directors, secretaries, other officers and employees of corporations. Other duties are imposed by other provisions of this Act and other laws (including the general law).
Note: For a CCIV there are additional duties, see Divisions 2 and 3 of Part 8B.3.
The officers of a corporation include, as well as its directors and secretaries, some other people who manage the corporation or its property (such as receivers and liquidators).
Note: For the definitions of director and officer , see sections 9AC and 9AD.
No. 50, 2001
Compilation No. 128
Compilation date: 1 January 2024
Includes amendments: Act No. 69, 2023
Registered: 24 January 2024
This compilation is in 7 volumes
Volume 1: sections 1-260E
Volume 2: sections 283AA-600K
Volume 3: sections 601-742
Volume 4: sections 760A-994Q
Volume 5: sections 1010A-1243A
Volume 6: sections 1272-1701
Volume 7: Schedules
Endnotes
Each volume has its own contents
About this compilation
This compilation
This is a compilation of the Corporations Act 2001 that shows the text of the law as amended and in force on 1 January 2024 (the compilation date ).
The notes at the end of this compilation (the endnotes ) include information about amending laws and the amendment history of provisions of the compiled law.
Uncommenced amendments
The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law.
Application, saving and transitional provisions for provisions and amendments
If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.
Editorial changes
For more information about any editorial changes made in this compilation, see the endnotes.
If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law.
Self - repealing provisions
If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.
Part 2L.1--Requirement for trust deed and trustee
283AA Requirement for trust deed and trustee
283AB Trust deed
283AC Who can be a trustee
283AD Existing trustee continues to act until new trustee takes office
283AE Replacement of trustee
Part 2L.2--Duties of borrower
283BA Duties of borrower
283BC Duty to notify ASIC of information related to trustee
283BCA Register relating to trustees for debenture holders
283BD Duty to replace trustee
283BE Duty to inform trustee about security interests
283BF Duty to give trustee and ASIC quarterly reports
283BG Exceptions to borrower's duty to report to trustee and ASIC
283BH How debentures may be described
283BHA Additional requirements for describing debentures as secured notes
283BI Offences for failure to comply with statutory duties
Part 2L.3--Duties of guarantor
283CA Duties of guarantor
283CC Duty to inform trustee about security interests
283CD Exceptions to guarantor's duty to inform trustee
283CE Offences for failure to comply with statutory duties
283DA Trustee's duties
283DB Exemptions and indemnifications of trustee from liability
Part 2L.5--Meetings of debenture holders
283EA Borrower's duty to call meeting
283EB Trustee's power to call meeting
Part 2L.6--Civil liability
283F Civil liability for contravening this Chapter
Part 2L.7--ASIC powers
283GA ASIC's power to exempt and modify
283GB ASIC may approve body corporate to be trustee
283HA General Court power to give directions and determine questions
Part 2L.9--Location of other debenture provisions
283I Signpost to other debenture provisions
Chapter 2M--Financial reports and audit
285 Overview of obligations under this Chapter
285A Overview of obligations of companies limited by guarantee
286 Obligation to keep financial records
289 Place where records are kept
290 Director access
291 Signposts to other relevant provisions
Part 2M.3--Financial reporting
Division 1--Annual financial reports and directors' reports
292 Who has to prepare annual financial reports and directors' reports
293 Small proprietary company--shareholder direction
294 Small proprietary company--ASIC direction
294A Small company limited by guarantee--member direction
294B Small company limited by guarantee--ASIC direction
295 Contents of annual financial report
295A Declaration in relation to listed entity's financial statements by chief executive officer and chief financial officer
296 Compliance with accounting standards and regulations
298 Annual directors' report
299 Annual directors' report--general information
299A Annual directors' report--additional general requirements for listed entities
300 Annual directors' report--specific information
300A Annual directors' report--specific information to be provided by listed companies
300B Annual directors' report--companies limited by guarantee
300C Annual directors' report--registrable superannuation entities
301 Audit of annual financial report
Division 2--Half - year financial report and directors' report
302 Disclosing entity must prepare half - year financial report and directors' report
303 Contents of half - year financial report
304 Compliance with accounting standards and regulations
306 Half - year directors' report
Division 3--Audit and auditor's report
307 Audit
307A Audit to be conducted in accordance with auditing standards
307B Audit working papers to be retained for 7 years
307C Auditor's independence declaration
308 Auditor's report on annual financial report
309 Auditor's report on half - year financial report
310 Auditor's power to obtain information
311 Reporting to ASIC
312 Assisting auditor
313 Special provisions on audit of debenture issuers and guarantors
Division 4--Annual financial reporting to members
314 Annual financial reporting by companies, registered schemes and disclosing entities to members
314AA Annual financial reporting by registrable superannuation entities to members
314A Annual financial reporting by notified foreign passport funds to Australian members
315 Deadline for reporting to members
316 Choices for members of companies, registered schemes or disclosing entities
316A Annual financial reporting to members of companies limited by guarantee
317 Consideration of reports at AGM
318 Additional reporting by debenture issuers
Division 5--Lodging reports with ASIC
319 Lodgment of annual reports with ASIC
320 Lodgment of half - year reports with ASIC
321 ASIC power to require lodgment
322 Relodgment if financial statements or directors' reports amended after lodgment
Division 6--Special provisions about consolidated financial statements
323 Directors and officers of controlled entity to give information
323A Auditor's power to obtain information from controlled entity
323B Controlled entity to assist auditor
323C Application of Division to entity that has ceased to be controlled
Division 7--Financial years and half - years
323D Meaning of financial year and half - year --company, registered scheme and disclosing entity
323DAAA Financial years for registrable superannuation entities
323DAA Meaning of financial year --notified foreign passport fund
Division 8--Disclosure by listed companies of information filed overseas
323DA Listed companies to disclose information filed overseas
Division 9--Disclosure by listed entities of information about jobkeeper payments
323DB Requirement to notify market operator about jobkeeper payments
323DC ASIC must publish report
Part 2M.4--Appointment and removal of auditors
Division 1--Entities that may be appointed as an auditor for a company, registered scheme or registrable superannuation entity
324AA Individual auditors, audit firms and authorised audit companies
324AB Effect of appointing firm as auditor--general
324AC Effect of appointing firm as auditor--reconstitution of firm
324AD Effect of appointing company as auditor
324AE Meaning of professional member --audit team
324AF Meaning of lead auditor and review auditor
Division 2--Registration requirements
324BA Registration requirements for appointment of individual as auditor
324BB Registration requirements for appointment of firm as auditor
324BC Registration requirements for appointment of company as auditor
324BD Exception from registration requirement for proprietary company
324BE Exception from registration requirement--reviewing financial reports of companies limited by guarantee
Division 2A--Eligibility requirements for auditors of registrable superannuation entities
324BF Eligibility requirements for auditors of registrable superannuation entities
Division 3--Auditor independence
Subdivision A--General requirement
324CA General requirement for auditor independence--auditors
324CB General requirement for auditor independence--member of audit firm
324CC General requirement for auditor independence--director of audit company
324CD Conflict of interest situation
Subdivision B--Specific requirements
324CE Auditor independence--specific requirements for individual auditor
324CF Auditor independence--specific requirements for audit firm
324CG Auditor independence--specific requirements for audit company
324CI Special rule for retiring partners of audit firms and retiring directors of authorised audit companies
324CJ Special rule for retiring professional member of audit company
324CK Multiple former audit firm partners or audit company directors
Subdivision C--Common provisions
324CL People who are regarded as officers of a company for the purposes of this Division
324CLA Extended meaning of officer of a registrable superannuation entity
Division 4--Deliberately disqualifying auditor
324CM Deliberately disqualifying auditor
Division 5--Auditor rotation for listed companies, listed registered schemes and registrable superannuation entities
324DA Limited term for eligibility to play significant role in audit of a listed company, listed registered scheme or registrable superannuation entity
324DAA Directors may extend eligibility term
324DAB Requirements for directors to approve extension of eligibility term
324DAC Notifications about approval to extend eligibility term
324DAD Approval ineffective unless it complies with requirements
324DB Individual's rotation obligation
324DC Audit firm's rotation obligation
324DD Audit company's rotation obligation
Division 6--Appointment, removal and fees of auditors for companies
Subdivision A--Appointment of company auditors
325 Appointment of auditor by proprietary company
327A Public company auditor (initial appointment of auditor)
327B Public company auditor (annual appointments at AGMs to fill vacancies)
327C Public company auditor (appointment to fill casual vacancy)
327D Appointment to replace auditor removed from office
327E ASIC may appoint a company auditor if auditor removed but not replaced
327F ASIC's general power to appoint a company auditor
327G Restrictions on ASIC's powers to appoint a company auditor
327H Effect on appointment of public company auditor of company beginning to be controlled by a corporation
327I Remaining auditors may act during vacancy
328A Auditor's consent to appointment
328B Nomination of auditor
328C Public company auditor (appointment of auditor when crowd - sourced funding concession ends)
328D Public company auditor (appointment of auditor when $3 million raised using crowd - sourced funding)
328E Crowd - sourced funding--period of office
Subdivision B--Removal and resignation of company auditors
329 Removal and resignation of auditors
330 Effect of winding up on office of auditor
Subdivision C--Company auditors' fees and expenses
331 Fees and expenses of auditors
Division 7--Appointment, removal and fees of auditors for registered schemes
Subdivision A--Appointment of registered scheme auditors
331AAA Registered scheme auditor (initial appointment of auditor)
331AAB Registered scheme auditor (appointment to fill vacancy)
331AAC ASIC's power to appoint registered scheme auditor
331AAD Remaining auditors may act during vacancy
Subdivision B--Removal and resignation of registered scheme auditors
331AC Removal and resignation of auditors
331AD Effect of winding up on office of auditor
Subdivision C--Fees and expenses of auditors
331AE Fees and expenses of auditors
Division 8--Appointment, removal and fees of auditors of registrable superannuation entities
Subdivision A--Appointment of registrable superannuation entity auditors
331AF Registrable superannuation entity auditor (initial appointment of auditor)
331AG Registrable superannuation entity auditor (appointment to fill vacancy)
331AH Registrable superannuation entity auditor (duration of appointment)
331AJ ASIC's power to appoint auditor of a registrable superannuation entity
Subdivision B--Removal and resignation of registrable superannuation entity auditors
331AK Removal and resignation of auditors
Subdivision C--Fees and expenses of auditors
331AL Fees and expenses of auditors
Part 2M.4A--Annual transparency reports for auditors
332 Meaning of transparency reporting auditor and transparency reporting year
332A Transparency reporting auditors must publish annual transparency reports
332B Content of annual transparency report
332C Extension of period for publication of annual transparency report
332D Exemption orders--applications by transparency reporting auditors
332E Exemption orders--class orders for transparency reporting auditors
332F Exemption orders--criteria for orders
332G Offences by members of audit firm
Part 2M.5--Accounting and auditing standards
337 Interpretation of accounting and auditing standards
338 Evidence of text of accounting standard or auditing standard
Part 2M.6--Exemptions and modifications
340 Exemption orders--companies, registered schemes, registrable superannuation entities and disclosing entities
340A Exemption orders--notified foreign passport funds
341 Exemption orders--class orders for companies, registered schemes, registrable superannuation entities and disclosing entities
341A Exemption orders--class orders for notified foreign passport funds
342 Exemption orders--criteria for orders for companies, registered schemes, registrable superannuation entities, notified foreign passport funds and disclosing entities
342AA Exemption orders--non - auditor members and former members of audit firms; former employees of audit companies
342AB Exemption orders--class orders for non - auditor members etc.
342AC Exemption orders--criteria for orders for non - auditor members etc.
342A ASIC's power to modify the operation of section 324DA
342B Auditor to notify company, registered scheme or registrable superannuation entity of section 342A declaration
343 Modification by regulations
343A Minister may apply the Chapter to notified foreign passport funds
Part 2M.7--Sanctions for contraventions of Chapter
344 Contravention of Part 2M.2 or 2M.3, or of certain provisions of Part 2M.4
Part 2M.8--Additional provisions relating to registrable superannuation entities
345AAA Obligations of registrable superannuation entities
345AAB Notices etc. given to RSE licensees
Chapter 2N--Updating ASIC information about companies, registered schemes and notified foreign passport funds
Part 2N.1--Review date
345A Meaning of review date
345B Company, responsible entity or operator may change review date
Part 2N.2--Extract of particulars
346A ASIC must give an extract of particulars each year
346B ASIC may ask questions
346C Requirements in relation to an extract of particulars
Part 2N.3--Solvency resolution
347A Directors must pass a solvency resolution after each review date
347C Payment of review fee is taken to be a representation by the directors that the company is solvent
Part 2N.4--Return of particulars
348A ASIC may give a return of particulars
348B ASIC may ask questions
348C ASIC may require a solvency resolution and statement
348D General requirements in relation to a return of particulars
Part 2N.5--Notice by proprietary companies of changes to ultimate holding company
349A Proprietary companies must notify ASIC of changes to ultimate holding company
349B Another company becomes an ultimate holding company
349C A company ceases to be an ultimate holding company
349D Ultimate holding company changes its name
Chapter 2P--Lodgments with ASIC
350 Forms for documents to be lodged with ASIC
351 Signing documents lodged with ASIC
352 Documents lodged with ASIC electronically
353 Electronic lodgment of certain documents
354 Telephone notice of certain changes
Chapter 5--External administration
Part 5.1--Arrangements and reconstructions
411 Administration of compromises etc.
412 Information as to compromise with creditors
413 Provisions for facilitating reconstruction and amalgamation of Part 5.1 bodies
414 Acquisition of shares of shareholders dissenting from scheme or contract approved by majority
415 Notification of appointment of scheme manager and power of Court to require report
415A Outcome of voting at creditors' meeting determined by related entity--Court powers
415B Interim order on application under section 415A
415C Order under section 415A does not affect act already done pursuant to resolution
415D Stay on enforcing rights merely because of a proceeding under this Part etc.
415F Order for rights to be enforceable only with leave of the Court
415FA Self - executing provisions
415G When other laws prevail--certain other Commonwealth Acts
Part 5.2--Receivers, and other controllers, of property of corporations
416 Meaning of property and receiver
418 Persons not to act as receivers
418A Court may declare whether controller is validly acting
419 Liability of controller
419A Liability of controller under pre - existing agreement about property used by corporation
420A Controller's duty of care in exercising power of sale
420B Court may authorise managing controller to dispose of property despite prior security interest
420C Receiver's power to carry on corporation's business during winding up
421 Managing controller's duties in relation to bank accounts and financial records
421A Managing controller to report within 2 months about corporation's affairs
422 Reports by receiver or managing controller
422A Annual return by controller
422B End of control return
422C Transfer of books to new controller
422D Transfer of books to ASIC etc.
423 Supervision of controller
424 Controller may apply to Court
425 Court's power to fix receiver's remuneration
426 Controller has qualified privilege in certain cases
427 Notification of matters relating to controller
428 Statement that receiver appointed or other controller acting
429 Reporting officers to report to controller about corporation's affairs
429A Special rules for scheme property
430 Controller may require reports
431 Controller may inspect books
432 Auditing returns by controllers
433 Property subject to circulating security interest--payment of certain debts to have priority
434 Enforcing controller's duty to make returns
434A Court may remove controller for misconduct
434B Court may remove redundant controller
434C Effect of sections 434A and 434B
434D Appointment of 2 or more receivers of property of a corporation
434E Appointment of 2 or more receivers and managers of property of a corporation
434F Appointment of 2 or more controllers of property of a corporation
434G Appointment of 2 or more managing controllers of property of a corporation
434H Regulations may provide for reporting to ASIC
434J Stay on enforcing rights merely because of the appointment of a managing controller of a corporation's property etc.
434L Order for rights to be enforceable only with leave of the Court
434LA Self - executing provisions
434M When other laws prevail--certain other Commonwealth Acts
Part 5.3A--Administration of a company's affairs with a view to executing a deed of company arrangement
Division 1--Preliminary
435B Meaning of property and receiver
435C When administration begins and ends
Division 2--Appointment of administrator and first meeting of creditors
436A Company may appoint administrator if board thinks it is or will become insolvent
436B Liquidator may appoint administrator
436C Secured party may appoint administrator
436D Company already under administration
436DA Declarations by administrator--indemnities and relevant relationships
436E Purpose and timing of first meeting of creditors
Division 3--Administrator assumes control of company's affairs
437A Role of administrator
437B Administrator acts as company's agent
437D Only administrator can deal with company's property
437E Order for compensation where officer involved in void transaction
437F Effect of administration on company's members
Division 4--Administrator investigates company's affairs
438A Administrator to investigate affairs and consider possible courses of action
438B Directors to help administrator
438C Administrator's rights to company's books
438D Reports by administrator
Division 5--Meeting of creditors decides company's future
439A Administrator to convene meeting and inform creditors
439C What creditors may decide
Division 6--Protection of company's property during administration
440A Winding up company
440B Restrictions on exercise of third party property rights
440D Stay of proceedings
440E Administrator not liable in damages for refusing consent
440F Suspension of enforcement process
440G Duties of court officer in relation to property of company
440H Lis pendens taken to exist
440J Administration not to trigger liability of director or relative under guarantee of company's liability
440JA Property subject to a banker's lien--exemption from this Division
Division 7--Rights of secured party, owner or lessor
441 Application of Division
Subdivision B--Property subject to security interests
441AA Application of Subdivision--PPSA security interests
441A Secured party acts before or during decision period
441B Where enforcement of security interest begins before administration
441C Security interest in perishable property
441D Court may limit powers of secured party etc. in relation to secured property
441E Giving a notice under a security agreement etc.
441EA Sale of property subject to a possessory security interest
Subdivision C--Property not subject to security interests
441F Where recovery of property begins before administration
441G Recovering perishable property
441H Court may limit powers of receiver etc. in relation to property used by company
441J Giving a notice under an agreement about property
Division 8--Powers of administrator
442A Additional powers of administrator
442B Dealing with property subject to circulating security interests
442C When administrator may dispose of encumbered property
442CA Property subject to a possessory security interest--inspection or examination by potential purchasers etc.
442CB Property subject to a security interest or to a retention of title clause--administrator's duty of care in exercising power of sale
442CC Proceeds of sale of property
442D Administrator's powers subject to powers of secured party, receiver or controller
442E Administrator has qualified privilege
442F Protection of persons dealing with administrator
Division 9--Administrator's liability and indemnity for debts of administration
443B Payments for property used or occupied by, or in the possession of, the company
443BA Certain taxation liabilities
443C Administrator not otherwise liable for company's debts
443D Right of indemnity
443E Right of indemnity has priority over other debts
Division 10--Execution and effect of deed of company arrangement
444A Effect of creditors' resolution
444B Execution of deed
444C Creditor etc. not to act inconsistently with deed before its execution
444D Effect of deed on creditors
444DA Giving priority to eligible employee creditors
444DB Superannuation contribution debts not admissible to proof
444E Protection of company's property from persons bound by deed
444F Court may limit rights of secured creditor or owner or lessor
444G Effect of deed on company, officers and members
444H Extent of release of company's debts
444J Guarantees and indemnities
Division 11--Variation, termination and avoidance of deed
445A Variation of deed by creditors
445B Court may cancel variation
445C When deed terminates
445CA When creditors may terminate deed
445D When Court may terminate deed
445E Creditors may terminate deed and resolve that company be wound up
445FA Notice of termination of deed
445G When Court may void or validate deed
445H Effect of termination or avoidance
Division 11AA--Notification of contravention of deed
445HA Notification of contravention of deed of company arrangement
Division 12--Transition to creditors' voluntary winding up
446A Administrator becomes liquidator in certain cases
446AA Administrator becomes liquidator--additional cases
446B Regulations may provide for transition in other cases
446C Liquidator may require submission of a report about the company's affairs
447A General power to make orders
447B Orders to protect creditors during administration
447C Court may declare whether administrator validly appointed
447F Effect of Division
Division 14--Qualifications of administrators
448B Administrator must be registered liquidator
448C Disqualification of person connected with company
Division 15--Removal and replacement of administrator
449A Appointment of administrator cannot be revoked
449C Vacancy in office of administrator of company
449CA Declarations by administrator--indemnities and relevant relationships
Division 16--Notices about steps taken under Part
450A Appointment of administrator
450B Execution of deed of company arrangement
450C Failure to execute deed of company arrangement
450D Termination of deed of company arrangement
450E Notice in public documents etc. of company
450F Effect of contravention of this Division
Division 17--Miscellaneous
451A Appointment of 2 or more administrators of company
451B Appointment of 2 or more administrators of deed of company arrangement
451C Effect of things done during administration of company
451D Time for doing act does not run while act prevented by this Part
451E Stay on enforcing rights merely because the company is under administration etc.
451G Order for rights to be enforceable only with leave of the Court
451GA Self - executing provisions
451H When other laws prevail--certain other Commonwealth Acts
Part 5.3B--Restructuring of a company
Division 1--Preliminary
452B Meaning of property
Division 2--Restructuring
Subdivision A--When restructuring begins and ends
453A Meaning of restructuring
Subdivision B--Appointment of restructuring practitioner
453B Appointing a restructuring practitioner
453C Eligibility criteria for restructuring
453D Declaration by restructuring practitioner--relevant relationships
Subdivision C--Role of the restructuring practitioner during restructuring
453E Functions, duties and powers of the restructuring practitioner
453F Directors to help restructuring practitioner
453G Restructuring practitioner's right to inspect books held by other persons
453H Restructuring practitioner acts as company's agent
453J Restructuring practitioner may terminate restructuring
Subdivision D--Conduct of company during restructuring
453K Control of company under restructuring
453L Conducting the business of the company during restructuring
453M Order for compensation where director involved in void transaction
453N Effect of things done during restructuring of company
453P Effect of restructuring on company's members
Subdivision E--Effect on company etc. during restructuring
453Q Winding up company
453R Restrictions on exercise of third party property rights
453S Stay of proceedings
453T Suspension of enforcement process
453U Duties of court officer in relation to property of company
453V Lis pendens taken to exist
453W Restructuring not to trigger liability of director or relative under guarantee of company's liability
453X Property subject to a banker's lien--exemption from this Subdivision
Subdivision F--Rights of secured party, owner or lessor during restructuring
454A Application of Subdivision
454B Application of sections 454C to 454H--PPSA security interests
454C Secured party acts before or during decision period
454D Where enforcement of security interest begins before restructuring
454E Security interest in perishable property
454F Court may limit powers of secured party etc. in relation to secured property
454G Giving a notice under a security agreement etc.
454H Sale of property subject to a possessory security interest
454J Scope of sections 454K to 454M
454K Where recovery of property begins before restructuring
454L Recovering perishable property
454M Court may limit powers of receiver etc. in relation to property used by company
Subdivision G--Enforcement rights triggered by restructuring
454N Stay on enforcing rights merely because the company is under restructuring etc.
454P Lifting the stay on enforcing rights
454Q Order for rights to be enforceable only with leave of the Court
454R Self - executing provisions
454S When other laws prevail--certain other Commonwealth Acts
Division 3--Restructuring plan
455A Proposing a restructuring plan
455B Restructuring plan
Division 4--The restructuring practitioner
Subdivision A--Qualifications of restructuring practitioners
456B Restructuring practitioner must be registered liquidator
456C Disqualification of person connected with company
Subdivision B--Removal and replacement of restructuring practitioner
456D Appointment of restructuring practitioner cannot be revoked
456E Vacancy in office of restructuring practitioner for company
456F Declarations by replacement restructuring practitioner--relevant relationships
Subdivision C--Rights, obligations and liabilities in relation to the restructuring practitioner
456G Rights, obligations and liabilities of a company and its officers in relation to the restructuring practitioner
456H No liability for consent etc.
456J Right of indemnity
456K Right of indemnity has priority over other debts
456LA Restructuring practitioner has qualified privilege
456LB Protection of persons dealing with restructuring practitioner
Subdivision D--Appointment of 2 or more restructuring practitioners
456M Appointment of 2 or more restructuring practitioners of company
456N Appointment of 2 or more restructuring practitioners of restructuring plan
Division 5--Information, reports, documents etc.
457A Regulations may deal with information etc.
457B Notice in public documents of company
457C Effect of contravention of this Division
458A General power to make orders
458B Other powers of the Court
458C Time for doing act does not run while act prevented by this Part
458D Meaning of restructuring relief period
458E Meaning of eligible for temporary restructuring relief
458F Directors declare company not eligible for temporary restructuring relief
458G Court order that company not eligible for temporary restructuring relief
458H Obligation on registered liquidator to report
Part 5.4--Winding up in insolvency
Division 1--When company to be wound up in insolvency
459A Order that insolvent company be wound up in insolvency
459B Order made on application under section 234, 462 or 464
459C Presumptions to be made in certain proceedings
459D Contingent or prospective liability relevant to whether company solvent
Division 2--Statutory demand
459E Creditor may serve statutory demand on company
459F When company taken to fail to comply with statutory demand
Division 3--Application to set aside statutory demand
459G Company may apply
459H Determination of application where there is a dispute or offsetting claim
459J Setting aside demand on other grounds
459K Effect of order setting aside demand
459M Order subject to conditions
459N Costs where company successful
Division 4--Application for order to wind up company in insolvency
459P Who may apply for order under section 459A
459Q Application relying on failure to comply with statutory demand
459R Period within which application must be determined
459S Company may not oppose application on certain grounds
459T Application to wind up joint debtors in insolvency
Part 5.4A--Winding up by the Court on other grounds
461 General grounds on which company may be wound up by Court
462 Standing to apply for winding up
464 Application for winding up in connection with investigation under ASIC Act
Part 5.4B--Winding up in insolvency or by the Court
Division 1AA--Preliminary
465 Meaning of property
Division 1--General
465A Notice of application
465B Substitution of applicants
465C Applicant to be given notice of grounds for opposing application
466 Payment of preliminary costs etc.
467 Court's powers on hearing application
467A Effect of defect or irregularity on application under Part 5.4 or 5.4A
467B Court may order winding up of company that is being wound up voluntarily
468 Avoidance of dispositions of property, attachments etc.
468A Effect of winding up on company's members
469 Application to be lis pendens
470 Certain notices to be lodged
Division 1A--Effect of winding up order
471 Effect on creditors and contributories
471B Stay of proceedings and suspension of enforcement process
471C Secured creditor's rights not affected
Division 2--Court - appointed liquidators
472 Court to appoint registered liquidator
473 Resignation of liquidators
473A Vacancies in office of court - appointed liquidator
474 Custody and vesting of company's property
475 Report as to company's affairs to be submitted to liquidator
477 Powers of liquidator
478 Application of property; list of contributories
480 Release of liquidator and deregistration of company
481 Orders for release or deregistration
Division 3--General powers of Court
Subdivision A--General powers
482 Power to stay or terminate winding up
483 Delivery of property to liquidator
484 Appointment of special manager
485 Claims of creditors and distribution of property
486 Inspection of books by creditors and contributories
486A Court may make order to prevent officer or related entity from avoiding liability to company
486B Warrant to arrest person who is absconding, or who has dealt with property or books, in order to avoid obligations in connection with winding up
487 Power to arrest absconding contributory
488 Delegation to liquidator of certain powers of Court
489 Powers of Court cumulative
Subdivision B--Procedures relating to section 486B warrants
489A Arrest of person subject to warrant
489C Procedure on remand on bail
489D Court's power to make orders under other provisions
489E Jurisdiction under this Subdivision
Part 5.4C--Winding up by ASIC
489EA ASIC may order the winding up of a company
489EB Deemed resolution that company be wound up voluntarily
489EC Appointment of liquidator
Part 5.5--Voluntary winding up
Division 1A--Preliminary
489F Meaning of property
Division 1--Resolution for winding up
490 When company cannot wind up voluntarily
491 Circumstances in which company may be wound up voluntarily
493 Effect of voluntary winding up
493A Effect of voluntary winding up on company's members
Division 2--Members' voluntary winding up
495 Appointment of liquidator etc.
496 Duty of liquidator where company turns out to be insolvent
Division 3--Creditors' voluntary winding up
Subdivision A--Liquidation process
497 Information about the company's affairs
498 Declaration that company eligible for the simplified liquidation process
499 Liquidators
500 Execution and civil proceedings
Subdivision B--Simplified liquidation process for creditors' voluntary winding up of an insolvent company
500AAA Meaning of triggering event
500A Liquidator may adopt the simplified liquidation process
500AA Eligibility criteria for the simplified liquidation process
500AB Creditors may request liquidator not to follow the simplified liquidation process
500AC Liquidator must cease to follow the simplified liquidation process
500AD Working out whether the 25% in value of creditors test met
500AE Simplified liquidation process
Division 4--Voluntary winding up generally
501 Distribution of property of company
506 Powers and duties of liquidator
506A Declarations by liquidator--relevant relationships and indemnities
507 Power of liquidator to accept shares etc. as consideration for sale of property of company
510 Arrangement: when binding on creditors
Part 5.6--Winding up generally
Division 1--Preliminary
513AA Meaning of property
Division 1A--When winding up taken to begin
513A Winding up ordered by the Court
513C Section 513C day in relation to an administration under Part 5.3A
513CA Meaning of section 513CA day
513D Validity of proceedings in earlier winding up
Division 2--Contributories
514 Where Division applies
515 General liability of contributory
517 Company limited by guarantee
518 Company limited both by shares and by guarantee
519 Exceptions for former unlimited company
520 Past member: later debts
521 Person ceasing to be a member a year or more before winding up
522 Present members to contribute first
523 Past member of former unlimited company
524 Past member of former limited company
526 Liability on certain contracts
527 Nature of contributory's liability
528 Death of contributory
529 Bankruptcy of contributory
Division 3--Liquidators
530 Appointment of 2 or more liquidators of a company
530AA Appointment of 2 or more provisional liquidators of a company
530A Officers to help liquidator
530B Liquidator's rights to company's books
530C Warrant to search for, and seize, company's property or books
532 Disqualification of liquidator
533 Reports by liquidator
534 Prosecution by liquidator of delinquent officers and members
535 When liquidator has qualified privilege
537 Notice of appointment and address of liquidator
Division 4--General
541 Notification that company is in liquidation
543 Investment of surplus funds on general account
544 Unclaimed money to be paid to ASIC
545 Expenses of winding up where property insufficient
Division 6--Proof and ranking of claims
Subdivision A--Admission to proof of debts and claims
553 Debts or claims that are provable in winding up
553A Member cannot prove debt unless contributions paid
553AA Selling shareholder cannot prove debt unless documents given
553AB Superannuation contribution debts not admissible to proof
553B Insolvent companies--penalties and fines not generally provable
553C Insolvent companies--mutual credit and set - off
553D Debts or claims may be proved formally or informally
553E Application of Bankruptcy Act to winding up of insolvent company
Subdivision B--Computation of debts and claims
554 General rule--compute amount as at relevant date
554A Determination of value of debts and claims of uncertain value
554B Discounting of debts payable after relevant date
554C Conversion into Australian currency of foreign currency debts or claims
Subdivision C--Special provisions relating to secured creditors of insolvent companies
554D Application of Subdivision
554E Proof of debt by secured creditor
554F Redemption of security interest by liquidator
554J Subsequent realisation of security interest
555 Debts and claims proved to rank equally except as otherwise provided
556 Priority payments
558 Debts due to employees
559 Debts of a class to rank equally
560 Advances for company to make priority payments in relation to employees
561 Priority of employees' claims over circulating security interests
562 Application of proceeds of contracts of insurance
562A Application of proceeds of contracts of reinsurance
563 Provisions relating to injury compensation
563AA Seller under a buy - back agreement
563A Postponing subordinate claims
563AAA Redemption of debentures
563B Interest on debts and claims from relevant date to date of payment
563C Debt subordination
564 Power of Court to make orders in favour of certain creditors
Division 7--Effect on certain transactions
566 Effect of floating charge
567 Liquidator's right to recover in respect of certain transactions
Division 7A--Disclaimer of onerous property
568 Disclaimer by liquidator; application to Court by party to contract
568A Liquidator must give notice of disclaimer
568B Application to set aside disclaimer before it takes effect
568C When disclaimer takes effect
568E Application to set aside disclaimer after it has taken effect
568F Court may dispose of disclaimed property
Division 7B--Effect on enforcement process against company's property
569 Executions, attachments etc. before winding up
570 Duties of sheriff after receiving notice of application
Division 8--Pooling
Subdivision A--Pooling determinations
572 Variation of pooling determination
573 Lodgment of copy of pooling determination etc.
577 Eligible unsecured creditors may decide to approve the determination or variation
578 When pooling determination comes into force etc.
579 Duties of liquidator
579A Court may vary or terminate pooling determination
579B Court may cancel or confirm variation
579C When Court may void or validate pooling determination
579D Effect of termination or avoidance
Subdivision B--Pooling orders
579E Pooling orders
579F Variation of pooling orders
579G Court may make ancillary orders etc.
579H Variation of ancillary orders etc.
579J Notice of application for pooling order etc.
579K Notice of pooling order etc.
579L Consolidated meetings of creditors
Subdivision C--Other provisions
579M When debts or claims are provable in winding up
579P Secured debt may become unsecured
579Q Eligible unsecured creditor
Division 9--Co - operation between Australian and foreign courts in external administration matters
581 Courts to act in aid of each other
Part 5.7--Winding up bodies other than companies
583 Winding up Part 5.7 bodies
585 Insolvency of Part 5.7 body
586 Contributories in winding up of Part 5.7 body
587 Power of Court to stay or restrain proceedings
588 Outstanding property of defunct registrable body
Part 5.7B--Recovering property or compensation for the benefit of creditors of insolvent company
Division 1--Preliminary
588C Meaning of property
588D Secured debt may become unsecured
588E Presumptions to be made in recovery proceedings
588F Certain taxation liabilities taken to be debts
Division 2--Voidable transactions
Subdivision A--Kinds of transactions that may be voidable
588FA Meaning of unfair preference
588FB Meaning of uncommercial transaction
588FC Meaning of insolvent transaction
588FD Meaning of unfair loan
588FDA Meaning of unreasonable director - related transaction
588FDB Meaning of creditor - defeating disposition
Subdivision B--Voidable transactions
588FE Voidable transactions
Subdivision C--Court orders about voidable transactions
588FF Courts may make orders about voidable transactions
588FG Transaction not voidable as against certain persons
Subdivision D--ASIC orders about certain voidable transactions
588FGAA ASIC may order undoing of effect of creditor - defeating dispositions by company being wound up
588FGAB Content and copies of orders
588FGAC Compliance with orders generally
588FGAD Compliance with orders for payment
588FGAE Court may set aside order by ASIC
Subdivision E--Various rules about voidable transactions
588FGA Directors to indemnify Commissioner of Taxation if certain payments set aside
588FGB Defences in proceedings under section 588FGA
588FH Liquidator may recover from related entity benefit resulting from insolvent transaction
588FI Creditor who gives up benefit of unfair preference may prove for preferred debt
588FJ Circulating security interest created within 6 months before relation - back day
Division 2A--Vesting of PPSA security interests if not continuously perfected
588FK Interpretation and application
588FL Vesting of PPSA security interests if collateral not registered within time
588FM Extension of time for registration
588FN PPSA security interests unaffected by section 588FL
588FO Certain lessors, bailors and consignors entitled to damages
Division 2B--Security interests in favour of company officers etc.
588FP Security interests in favour of an officer of a company etc. void
Division 3--Duties to prevent insolvent trading and creditor - defeating dispositions
Subdivision A--Director's duty to prevent insolvent trading
588G Director's duty to prevent insolvent trading by company
Subdivision B--Duties to prevent creditor - defeating dispositions
588GAA Object of this Subdivision
588GAB Officer's duty to prevent creditor - defeating disposition
588GAC Procuring creditor - defeating disposition
Subdivision C--Safe harbour from breach of duties
588GA Safe harbour--taking course of action reasonably likely to lead to a better outcome for the company
588GAAA Safe harbour--temporary relief in response to the coronavirus
588GAAB Safe harbour--companies under restructuring
588GAAC Safe harbour--temporary relief for companies looking for a restructuring practitioner
588GB Information or books not admissible to support the safe harbour if failure to permit inspection etc.
588H Defences about reasonable grounds, illness or reasonable steps
588HA Review relating to safe harbour
Division 4--Director liable to compensate company
Subdivision A--Proceedings against director
588J On application for civil penalty order, Court may order compensation
588K Criminal court may order compensation
588L Enforcement of order under section 588J or 588K
588M Recovery of compensation for loss resulting from insolvent trading
588P Effect of sections 588J, 588K and 588M
588Q Certificates evidencing contravention
Subdivision B--Proceedings by creditor
588R Creditor may sue for compensation with liquidator's consent
588S Creditor may give liquidator notice of intention to sue for compensation
588T When creditor may sue for compensation without liquidator's consent
588U Events preventing creditor from suing
Division 5--Liability of holding company for insolvent trading by subsidiary
588V When holding company liable
588W Recovery of compensation for loss resulting from insolvent trading
588WA Safe harbour--taking reasonable steps to ensure company's directors have the benefit of the directors' safe harbour
588X Defences about reasonable grounds, illness or reasonable steps
Division 6--Application of compensation under Division 4 or 5
588Y Application of amount paid as compensation
Division 7--Person managing a corporation while disqualified may become liable for corporation's debts
588Z Court may make order imposing liability
Division 8--Employee entitlements contribution orders
588ZA Employee entitlements contribution orders
588ZB Who may apply for an employee entitlements contribution order
589 Interpretation and application
590 Offences by officers of certain companies
592 Incurring of certain debts; fraudulent conduct
594 Certain rights not affected
595 Inducement to be appointed liquidator etc. of company
596 Frauds by officers
Part 5.8A--Employee entitlements
596AA Objects and coverage of this Part
596AB Relevant agreements or transactions that avoid employee entitlements--offences
596AC Relevant agreements or transactions that avoid employee entitlements--civil contraventions
596ACA Person who contravenes section 596AC liable to compensate for loss
596AD Avoiding double recovery
596AE Effect of section 596ACA
596AF Proceedings for compensation
596AG Events preventing proceedings
596AH Joining parties to proceedings
Division 1--Examining a person about a corporation
596B Discretionary examination
596C Affidavit in support of application under section 596B
596E Notice of examination
596F Court may give directions about examination
597 Conduct of examination
597A When Court is to require affidavit about corporation's examinable affairs
597B Costs of unnecessary examination or affidavit
Division 2--Orders against a person in relation to a corporation
598 Order against person concerned with corporation
Division 3--Provisions applying to various kinds of external administration
599 Appeals from decisions of receivers etc.
600AA Duty of receiver, administrator or liquidator--parental leave pay
600F Limitation on right of suppliers of essential services to insist on payment as condition of supply
600H Rights if claim against the company postponed
600J Acts of external administrator valid etc.
Division 4--Insolvency Practice Schedule (Corporations)
600K Insolvency Practice Schedule (Corporations)
