Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 351 — Signing documents lodged with ASIC
(1) A document lodged with ASIC in writing by, or on behalf of, a body or a registered scheme must be signed by a director or secretary of the body or of the responsible entity of the registered…
Section 352 — Documents lodged with ASIC electronically
(1) A document may be lodged with ASIC electronically only if: (a) ASIC and the person seeking to lodge it (either on their own behalf or as agent) have agreed, in writing, that it may be lodged…
Section 353 — Electronic lodgment of certain documents
(1) ASIC may determine conditions in relation to the electronic lodgment of documents: (a) that must be given to a relevant market operator under section 205G; or (b) that must be given to ASIC under…
Section 354 — Telephone notice of certain changes
(1) ASIC may, in its discretion, accept telephone notice of a change to a particular in relation to a company or a registered scheme if: (a) either: (i) the change relates to a misspelling or other…
Section 410 — Interpretation
A reference in this Part, in relation to a Part 5.1 body, to the directors is a reference to the directors of the body or any one or more of them.
Section 411 — Administration of compromises etc.
(1) Where a compromise or arrangement is proposed between a Part 5.1 body and its creditors or any class of them or between a Part 5.1 body and its members or any class of them, the Court may, on the…
Section 412 — Information as to compromise with creditors
(1) Where a meeting is convened under section 411, the body must: (a) with every notice convening the meeting that is sent to a creditor or member, send a statement (in this section called the…
Section 413 — Provisions for facilitating reconstruction and amalgamation of Part 5.1 bodies
(1) Where an application is made to the Court under this Part for the approval of a compromise or arrangement and it is shown to the Court that the compromise or arrangement has been proposed for the…
Section 414 — Acquisition of shares of shareholders dissenting from scheme or contract approved by majority
(1) In this section: dissenting shareholder, in relation to a scheme or contract, means a shareholder who has not assented to the scheme or contract or who has failed to transfer his, her or its…
Section 415 — Notification of appointment of scheme manager and power of Court to require report
(1) Within 14 days after being appointed to administer a compromise or arrangement approved under this Part, a person must lodge a notice in writing of the appointment. (2) Where an application is…
Section 415A — Outcome of voting at creditors’ meeting determined by related entity—Court powers
(1) Subsection (3) applies if, on the application of a creditor of a Part 5.1 body, the Court is satisfied of the following matters: (a) a proposed resolution has been voted on at a meeting of…
Section 415FA — Self-executing provisions
(1) The object of subsection (2) is to ensure that a self-executing provision: (a) cannot start to apply against a body for certain reasons; and (b) can be the subject of a Court order providing that…
Section 415B — Interim order on application under section 415A
(1) If: (a) an application under subsection 415A(1) has not yet been determined; and (b) the Court is of the opinion that it is desirable to do so; the Court may make such interim orders as it thinks…
Section 415C — Order under section 415A does not affect act already done pursuant to resolution
An act done pursuant to a resolution as in force before the making, under section 415A, of an order setting aside or varying the resolution, is as valid and binding on and after the making of the…
Section 415D — Stay on enforcing rights merely because of a proceeding under this Part etc.
Stay on enforcing rights (1) A right cannot be enforced against a body for: (a) the reason that the body, if it is a disclosing entity, has publicly announced that it will be making an application…
Section 415E — Lifting the stay
(1) The Court may order that subsection 415D(1) does not apply for one or more rights against a body if the Court is satisfied: (a) that the relevant compromise or arrangement: (i) to be applied for;…
Section 415F — Order for rights to be enforceable only with leave of the Court
Orders (1) The Court may order that one or more rights under a contract, agreement or arrangement are enforceable against a body only: (a) with the leave of the Court; and (b) in accordance with such…
Section 415G — When other laws prevail—certain other Commonwealth Acts
If there is any inconsistency between sections 415D to 415FA and one of the following Acts, that Act prevails to the extent of the inconsistency: (a) the Payment Systems and Netting Act 1998; (b) the…
Section 416 — Meaning of property and receiver
In this Part: property, in relation to a corporation, means property: (a) in the case of a company—in Australia or outside Australia; or (b) in the case of a registered foreign company—in this…
Section 417 — Application of Part
(1) Except so far as the contrary intention appears in this Part or Part 11.2, this Part applies in relation to a receiver of property of a corporation who is appointed after 1 January 1991, even if…
Section 418 — Persons not to act as receivers
(1) A person is not qualified to be appointed, and must not act, as receiver of property of a corporation if the person: (a) is a secured party in relation to any property (including PPSA retention…
Section 418A — Court may declare whether controller is validly acting
(1) Where there is doubt, on a specific ground, about: (a) whether a purported appointment of a person, after 23 June 1993, as receiver of property of a corporation is valid; or (b) whether a person…
Section 419 — Liability of controller
(1) A receiver, or any other authorised person, who, whether as agent for the corporation concerned or not, enters into possession or assumes control of any property of a corporation for the purpose…
Section 419A — Liability of controller under pre-existing agreement about property used by corporation
(1) This section applies if: (a) under an agreement made before the control day in relation to a controller of property of a corporation, the corporation continues after that day to use or occupy, or…
Section 420 — Powers of receiver
(1) Subject to this section, a receiver of property of a corporation has power to do, in Australia and elsewhere, all things necessary or convenient to be done for or in connection with, or as…
Section 420A — Controller’s duty of care in exercising power of sale
(1) In exercising a power of sale in respect of property of a corporation, a controller must take all reasonable care to sell the property for: (a) if, when it is sold, it has a market value—not less…
Section 420B — Court may authorise managing controller to dispose of property despite prior security interest
(1) On the application of a managing controller of property of a corporation, the Court may by order authorise the controller to sell, or to dispose of in some other specified way, specified property…
Section 420C — Receiver’s power to carry on corporation’s business during winding up
(1) A receiver of property of a corporation that is being wound up may: (a) with the written approval of the corporation’s liquidator or with the approval of the Court, carry on the corporation’s…
Section 421 — Managing controller’s duties in relation to bank accounts and financial records
(1) A managing controller of property of a corporation must: (a) open and maintain an account, with an Australian ADI, bearing: (i) the managing controller’s own name; and (ii) in the case of a…
Section 421A — Managing controller to report within 2 months about corporation’s affairs
(1) A managing controller of property of a corporation must prepare a report about the corporation’s affairs that is in the prescribed form and is made up to a day not later than 30 days before the…
Section 422 — Reports by receiver or managing controller
(1) If it appears to the receiver or managing controller of property of a corporation that: (a) a past or present officer or employee, or a member, of the corporation may have been guilty of an…
Section 422A — Annual return by controller
(1) This section applies if a person is the controller of property of a corporation during all or part of a control return year for the controller for the corporation. (2) However, this section does…
Section 422B — End of control return
Application of this section (1) This section applies if the control of the property of a corporation ends. End of receivership return to be lodged (2) The person who is the controller of the property…
Section 422C — Transfer of books to new controller
Application of this section (1) This section applies if: (a) a person (the former controller) ceases to act as a controller of property of a corporation; and (b) ASIC has not issued a notice to the…
Section 422D — Transfer of books to ASIC etc.
Transfer of books to ASIC (1) If a person ceases to act as a controller of property of a corporation, ASIC may, by written notice given to the person, require the person to: (a) if the person has…
Section 423 — Supervision of controller
(1) If: (a) it appears to the Court or to ASIC that a controller of property of a corporation has not faithfully performed, or is not faithfully performing, the controller’s functions or has not…
Section 424 — Controller may apply to Court
(1) A controller of property of a corporation may apply to the Court for directions in relation to any matter arising in connection with the performance or exercise of any of the controller’s…
Section 425 — Court’s power to fix receiver’s remuneration
(1) The Court may by order fix the amount to be paid by way of remuneration to any person who, under a power contained in an instrument, has been appointed as receiver of property of a corporation.…
Section 426 — Controller has qualified privilege in certain cases
A controller of property of a corporation has qualified privilege in respect of: (a) a matter contained in a report or return that the controller lodges under section 421A, 422, 422A or 422B; or (b)…
Section 427 — Notification of matters relating to controller
(1) A person who: (a) obtains an order for the appointment of a receiver of property of a corporation; or (b) appoints such a receiver under a power contained in an instrument; must, within 7 days…
Section 428 — Statement that receiver appointed or other controller acting
Property of corporation (1) Where a receiver of property (whether in or outside this jurisdiction or in or outside Australia) of a corporation has been appointed, the corporation must set out, in…
Section 429 — Reporting officers to report to controller about corporation’s affairs
(1) In this section: reporting officer, in relation to a corporation in respect of property of which a person is controller, means a person who was: (a) in the case of a company or registrable…
Section 429A — Special rules for scheme property
Report by controller of scheme property (1) If: (a) a person becomes a controller of property of a corporation; and (b) the only property of the corporation in respect of which a person is controller…
Section 430 — Controller may require reports
(1) A controller of property of a corporation may, by notice given to the person or persons, require one or more persons included in one or more of the following classes of persons to make out as…
Section 431 — Controller may inspect books
A controller of property of a corporation is entitled to inspect at any reasonable time any books of the corporation that relate to that property and a person must not fail to allow the controller to…
Section 432 — Auditing returns by controllers
(2) ASIC may, of its own motion or on the application of the corporation or a creditor of the corporation, cause the returns lodged in accordance with sections 422A and 422B to be audited by a…
Section 433 — Property subject to circulating security interest—payment of certain debts to have priority
(2) This section applies where: (a) a receiver is appointed on behalf of the holders of any debentures of a company or registered body that are secured by a circulating security interest, or…
Section 434 — Enforcing controller’s duty to make returns
(1) If a controller of property of a corporation: (a) who has made default in making or lodging any return, account or other document or in giving any notice required by law fails to make good the…
Section 434A — Court may remove controller for misconduct
Where, on the application of a corporation, the Court is satisfied that a controller of property of the corporation has been guilty of misconduct in connection with performing or exercising any of…
Section 434LA — Self-executing provisions
(1) The object of subsection (2) is to ensure that a self-executing provision: (a) cannot start to apply against a corporation for certain reasons; and (b) can be the subject of a Court order…