Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 507

507. (1) This section applies where it is proposed to transfer or sell to a
body corporate the whole or a part of the business or property of a company.

(2) The liquidator of the company may, with the sanction of a special
resolution of the company conferring on the liquidator either a general
authority or an authority in respect of a particular arrangement, enter into
an arrangement under which, in compensation or part compensation for the
transfer or sale:

   (a)  the liquidator is to receive shares, debentures, policies or other
        like interests in the body corporate for distribution among the
        members of the company; or

   (b)  the members of the company may, instead of, or as well as, receiving
        cash, shares, debentures, policies or other like interests in the body
        corporate, participate in the profits of, or receive any other benefit
        from, the body corporate.

(3) A transfer, sale or arrangement under this section is binding on the
members of the company.

(4) If a member of the company who did not vote in favour of a special
resolution expresses dissent from the resolution in writing addressed to the
liquidator and left at the office of the liquidator within 7 days after the
passing of the resolution, the member may require the liquidator either to
abstain from carrying the resolution into effect or to purchase the member's
interest at a price to be determined by agreement or by arbitration under this
section.

(5) If the liquidator elects to purchase the member's interest, the purchase
money shall be paid before the company is dissolved and be raised by the
liquidator in such manner as is determined by special resolution.

(6) A special resolution is not invalid for the purposes of this section
because it is passed before, or concurrently with, a resolution for voluntary
winding up or for appointing liquidators but, if an order for winding up the
company by the Court is made within 1 year after the passing of the
resolution, the resolution is not valid unless sanctioned by the Court.

(7) For the purposes of an arbitration under this section, the law of the
Capital Territory relating to commercial arbitration applies as if there were
a submission for reference to 2 arbitrators, one to be appointed by each
party.

(8) The appointment of an arbitrator may be made in writing signed by:

   (a)  if there is only one liquidator-the liquidator; or

   (b)  if there is more than one liquidator-any 2 or more of the liquidators.

(9) The Court may give any directions necessary for the initiation and conduct
of the arbitration and any such direction is binding on the parties.

(10) In the case of a creditors' voluntary winding up, the powers of the
liquidator under this section shall not be exercised except with the approval
of the Court or the committee of inspection.