Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 461

461. The Court may order the winding up of a company if:

   (a)  the company has by special resolution resolved that it be wound up by
        the Court;

   (b)  default is made by the company in lodging the statutory report or in
        holding the statutory meeting;

   (c)  the company does not commence business within one year from its
        incorporation or suspends its business for a whole year;

   (d)  unless the company is a wholly-owned subsidiary of another company-the
        number of members falls, in the case of a proprietary company, below 2
        or, in the case of any other company, below 5;

   (e)  directors have acted in affairs of the company in their own interests
        rather than in the interests of the members as a whole, or in any
        other manner whatsoever that appears to be unfair or unjust to other
        members;

   (f)  affairs of the company are being conducted in a manner that is
        oppressive or unfairly prejudicial to, or unfairly discriminatory
        against, a member or members or in a manner that is contrary to the
        interests of the members as a whole;

   (g)  an act or omission, or a proposed act or omission, by or on behalf of
        the company, or a resolution, or a proposed resolution, of a class of
        members of the company, was or would be oppressive or unfairly
        prejudicial to, or unfairly discriminatory against, a member or
        members or was or would be contrary to the interests of the members as
        a whole;

   (h)  the Commission has stated in a report prepared under Division 1 of
        Part 3 of the Commission Act that, in its opinion:

        (i)    the company cannot pay its debts and should be wound up; or

        (ii)   it is in the interests of the public, of the members, or of the
               creditors, that the company should be wound up;

   (j)  if the application was made by the Insurance and Superannuation
        Commissioner-the Court is of opinion that it is in the interests of
        the public, of the members or of the creditors that the company should
        be wound up; or

   (k)  the Court is of opinion that it is just and equitable that the company
        be wound up.