Commonwealth Repealed Acts

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This legislation has been repealed.

CORPORATIONS LAW- SECT 589

Interpretation and application
(1)
Sections 590 to 593 (inclusive) apply to a company:

(a)
that has been wound up or is in the course of being wound up;
(b)
that has been in the course of being wound up, where the winding up has been stayed or terminated by an order under section 482;
(ba)
of which a provisional liquidator has been appointed;
(c)
that is or has been under administration;
(ca)
that has executed a deed of company arrangement, even if the deed has since terminated;
(d)
affairs of which are or have been under investigation;
(e)
in respect of property of which a receiver, or a receiver and manager, has at any time been appointed, whether by the Court or under a power contained in an instrument, whether or not the appointment has been terminated;
(f)
that has ceased to carry on business or is unable to pay its debts; or
(g)
that has entered into a compromise or arrangement with its creditors.
(2)
For the purposes of this Part, affairs of a company are or have been under investigation if, and only if:

(a)
the Commission is investigating, or has at any time investigated, under Division 1 of Part 3 of the ASC Law:
(i)
matters being, or connected with, affairs of the company; or
(ii)
matters including such matters; or
(b)
affairs of the company have at any time been under investigation under Part VII of the Companies Act 1981 or the provisions of a previous law of this or any other jurisdiction that correspond to that Part.
(3)
For the purposes of this Part, a company is taken to have ceased to carry on business only if:

(a) ASIC has published in the Gazette a notice of the proposed deregistration of the company under subsection 601AA(4) or 601AB(3); and (b) if the notice was published under subsection 601AA(4) or under subsection 601AB(3) because of a decision under subsection 601AB(1)—2 months have passed since the notice was published and ASIC has not been informed that the company is carrying on business.
(4)
For the purposes of this Part, a company shall be deemed to be unable to pay its debts if, and only if, execution or other process issued on a judgment, decree or order of a court (whether or not an Australian court) in favour of a creditor of the company is returned unsatisfied in whole or in part.

(5)
In this Part:

appropriate officer means:

(a)
in relation to a company that has been, has been being or is being wound up—the liquidator;
(aa)
in relation to a company of which a provisional liquidator has been appointed—the provisional liquidator;
(b)
in relation to a company that is or has been under administration—the administrator;
(ba)
in relation to a company that has executed a deed of company arrangement—the deed's administrator;
(c)
in relation to a company affairs of which are or have been under investigation—the Commission or the NCSC, as the case requires;
(d)
in relation to a company in respect of property of which a receiver, or a receiver and manager, has been appointed—the receiver or the receiver and manager;
(e)
in relation to a company that has ceased to carry on business or is unable to pay its debts—the Commission or the NCSC, as the case requires; and
(f)
in relation to a company that has entered into a compromise or arrangement with its creditors—the person appointed by the Court to administer the compromise or arrangement.
relevant day means the day on which:

(a)
in relation to a company that has been wound up, has been in the course of being wound up, or is being wound up:
(i)
if, because of Division 1A of Part 5.6, the winding up is taken to have begun on the day when an order that the company be wound up was made—the application for the order was filed; or
(ii)
otherwise—the winding up is taken because of Division 1A of Part 5.6 to have begun;
(aa)
in relation to a company of which a provisional liquidator has been appointed—the provisional liquidator was appointed;
(b)
in relation to a company that is or has been under administration—the administration began;
(ba)
in relation to a company that has executed a deed of company arrangement—the deed was executed;
(c)
in relation to a company affairs of which are or have been under investigation:
(i)
if paragraph (2)(a) applies—the investigation began; or
(ii)
if paragraph (2)(b) applies—a direction was given to the NCSC to arrange for the investigation;
(d)
in relation to a company in respect of property of which a receiver, or a receiver and manager, has been appointed—the receiver, or the receiver and manager, was appointed;
(e)
in relation to a company that is unable to pay its debts—the execution or other process was returned unsatisfied in whole or in part;
(f) in relation to a company that has ceased to carry on business—a notice was first published in relation to the company under subsection 601AA(4) or 601AB(3);
(g)
in relation to a company that has entered into a compromise or arrangement with its creditors—the compromise or arrangement was approved by the Court.
(6)
This Part applies in relation to a Division 2, 3 or 4 company:

(a)
as if, in this Part (other than section 595) as so applying:
(i)
a reference to the company included a reference to the company as it existed at a time before its registration day (including a time before the commencement of this subsection);
(ii)
a reference to a provision of this Law included a reference to a previous law corresponding to that provision; and
(iii)
a reference, in relation to a provision of this Law, to the Commission included a reference to the NCSC; and
(b)
with such other modifications as the circumstances require.

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