Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 342

342. (1) Within 7 days after ceasing to carry on business interstate, a
registered Australian corporation shall lodge written notice that it has so
ceased.

(2) Where the Commission has reasonable cause to believe that a registered
Australian corporation does not carry on business interstate, the Commission
may send to the corporation in the prescribed manner a letter to that effect
and stating that, if no answer showing cause to the contrary is received
within one month from the date of the letter, a notice will be published in
the Gazette with a view to striking the corporation's name off the register.

(3) Unless the Commission receives, within one month after the date of the
letter, an answer to the effect that the corporation is still carrying on
business interstate, it may publish in the Gazette, and send to the
corporation in the prescribed manner, a notice that, at the end of 3 months
after the date of the notice, the corporation's name will, unless cause to the
contrary is shown, be struck off the register.

(4) At the end of the period specified in a notice sent under subsection (3),
the Commission may, unless cause to the contrary has been shown, strike the
corporation's name off the register and shall publish in the Gazette notice of
the striking off.

(5) Nothing in subsection (4) affects the power of the Court to wind up a
corporation whose name has been struck off the register.

(6) Where a corporation's name is struck off the register under subsection
(4), the corporation ceases to be registered under this Division.

(7) If the Commission is satisfied that a corporation's name was struck off
the register as a result of an error on the Commission's part, the Commission
may restore the corporation's name to the register, and thereupon the
corporation's name shall be deemed never to have been struck off and the
corporation shall be deemed never to have ceased to be registered under this
Division.

(8) A person who is aggrieved by a corporation's name having been struck off
the register may, within 15 years after the striking off, apply to the Court
for the corporation's name to be restored to the register.

(9) If, on an application under subsection (8), the Court is satisfied that:

   (a)  at the time of the striking off, the corporation was carrying on
        business interstate; or

   (b)  it is otherwise just for the corporation's name to be restored to the
        register; the Court may, by order:

   (c)  direct the corporation's name to be restored to the register; and

   (d)  give such directions, and make such provisions, as it thinks just for
        placing the corporation and all other persons in the same position, as
        nearly as practicable, as if the corporation's name had never been
        struck off.

(10) On the lodging of an office copy of an order under subsection (9), the
corporation's name shall be deemed never to have been struck off.

(11) Where a corporation's name is restored to the register under subsection
(7) or (9), the Commission shall cause notice of that fact to be published in
the Gazette.

(12) Where a corporation ceases to be registered under this Division, an
obligation to lodge a document that this Act imposes on the corporation by
virtue of the doing of an act or thing, or the occurrence of an event, at or
before the time when the corporation so ceased, being an obligation not
discharged at or before that time, continues to apply in relation to the
corporation even if the period prescribed for lodging the document has not
ended at or before that time.

(13) Where a registered Australian corporation commences to be wound up, or is
dissolved, in its place of origin, the Court shall, on application by the
person who is the liquidator for the corporation's place of origin, or by the
Commission, appoint a liquidator of the corporation.

(14) A liquidator of a registered Australian corporation who is appointed by
the Court:

   (a)  shall, before any distribution of the corporation's property is made,
        by advertisement in a daily newspaper circulating generally in each
        State or Territory where the corporation carried on business at any
        time during the 6 years before the liquidation, invite all creditors
        to make their claims against the corporation within a reasonable time
        before the distribution;

   (b)  shall not, without obtaining an order of the Court, pay out a creditor
        of the corporation to the exclusion of another creditor of the
        corporation; and

   (c)  shall, unless the Court otherwise orders, recover and realise the
        property of the corporation in Australia outside the corporation's
        place of origin and shall pay the net amount so recovered and realised
        to the liquidator of the corporation for its place of origin.

(15) Where a registered Australian corporation has been wound up so far as its
property in Australia outside its place of origin is concerned and there is no
liquidator for its place of origin, the liquidator may apply to the Court for
directions about the disposal of the net amount recovered under subsection
(14).