New South Wales Consolidated Acts

GARVAN INSTITUTE OF MEDICAL RESEARCH ACT 1984 - SECT 16

16 Winding up

(1) The Institute may be wound up voluntarily or by the Supreme Court.

(2) Subject to subsection (1), the winding up of the Institute is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Parts 5.4-5.9 of the Corporations Act 2001 of the Commonwealth, subject to the following modifications:

(a) the provisions apply to the Institute as if it were a company,

(b) the functions of winding up the Institute's affairs may be exercised by a liquidator appointed by the Minister under subsection (3),

(c) references in those provisions to a corporation or company are to be read as references to the Institute,

(d) references in those provisions to an officer or a director of a company are to be read as including references to a director of the Institute,

(e) the provisions of section 589 are to be read as if:

(i) section 589 (1) (d) and (2) were omitted, and

(ii) paragraph (c) were omitted from the definition of
"appropriate officer" in section 589 (5), and

(iii) paragraph (c) were omitted from the definition of
"relevant day" in section 589 (5),

(f) such other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001 ) as may be prescribed by the regulations.

Note : Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations Act 2001 and Part 3 of the Australian Securities and Investments Commission Act 2001 of the Commonwealth as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions. Section 14 (2) of the Corporations (Ancillary Provisions) Act 2001 ensures that a declaration made for the purposes of Part 3 of that Act only operates to apply a provision of the Corporations legislation to a matter as a law of the State if that provision does not already apply to the matter as a law of the Commonwealth. If a provision referred to in a declaration already applies as a law of the Commonwealth, nothing in the declaration will affect its continued operation as a law of the Commonwealth.

(3) The Minister may appoint a person (whether or not the person is a registered liquidator within the meaning of the Corporations Act 2001 of the Commonwealth) to be a liquidator in relation to the winding up of the Institute under this section if:

(a) the Institute is being wound up voluntarily, and

(b) a vacancy occurs in the office of liquidator that, in the opinion of the Minister, is unlikely to be filled in the manner provided by the Corporations Act 2001 of the Commonwealth.

(4) The regulations may provide for the Australian Securities and Investments Commission to exercise a function under any provision of the Corporations Act 2001 of the Commonwealth that is the subject of the declaration under subsection (2), but only if:

(a) the Australian Securities and Investments Commission is to exercise that function pursuant to an agreement of the kind referred to in section 11 (8) or (9A) (b) of the Australian Securities and Investments Commission Act 2001 of the Commonwealth, and

(b) the Australian Securities and Investments Commission is authorised to exercise that function under section 11 of the Australian Securities and Investments Commission Act 2001 of the Commonwealth.

(5) Section 17 of the Corporations (Ancillary Provisions) Act 2001 has effect in relation to a regulation under subsection (4) as if subsection (2) had expressly made provision for the Australian Securities and Investments Commission to exercise the functions concerned.