Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 441G — Recovering perishable property
(1) Nothing in section 198G or 440B prevents a person from taking possession of, or otherwise recovering, perishable property. (2) Section 437D does not apply in relation to a transaction or dealing…
Section 441H — Court may limit powers of receiver etc. in relation to property used by company
(1) This section applies if: (a) for the purpose of enforcing a right of the owner or lessor of property used or occupied by, or in the possession of, a company to take possession of the property or…
Section 441J — Giving a notice under an agreement about property
Nothing in section 198G or 440C prevents a person from giving a notice to a company under an agreement relating to property that is used or occupied by, or is in the possession of, the company.
Section 442A — Additional powers of administrator
Without limiting section 437A, the administrator of a company under administration has power to do any of the following: (a) remove from office a director of the company; (b) appoint a person as such…
Section 442CA — Property subject to a possessory security interest—inspection or examination by potential purchasers etc.
(1) If: (a) a company is under administration; and (b) property of the company is subject to a possessory security interest; and (c) the administrator is entitled to dispose of the property by way of…
Section 442B — Dealing with property subject to circulating security interests
Scope (1) This section applies if a security interest in property (the secured property) of a company under administration was a circulating security interest when the interest arose, but has stopped…
Section 442CB — Property subject to a security interest or to a retention of title clause—administrator’s duty of care in exercising power of sale
(1) If the administrator of a company is entitled to dispose of property of the company by way of sale, and the property is subject to a security interest, the administrator must act reasonably in…
Section 442C — When administrator may dispose of encumbered property
(1) The administrator of a company under administration or of a deed of company arrangement must not dispose of: (a) property of the company that is subject to a security interest; or (b) property…
Section 442CC — Proceeds of sale of property
Property subject to a possessory security interest (1) If: (a) a company is under administration; and (b) property of the company is subject to a possessory security interest; and (c) the…
Section 442D — Administrator’s powers subject to powers of secured party, receiver or controller
(1) Where section 441A applies, the administrator’s functions and powers are subject to the functions and powers of a person as: (a) the secured party; or (b) a receiver or controller appointed under…
Section 442E — Administrator has qualified privilege
A person who is or has been the administrator of a company under administration has qualified privilege in respect of a statement that he or she has made, whether orally or in writing, in the course…
Section 442F — Protection of persons dealing with administrator
(1) Sections 128 and 129 apply in relation to a company under administration as if: (a) a reference in those sections to the company, or to an officer of the company, included a reference to the…
Section 443A — General debts
(1) The administrator of a company under administration is liable for debts he or she incurs, in the performance or exercise, or purported performance or exercise, of any of his or her functions and…
Section 443BA — Certain taxation liabilities
(1) The administrator of a company is liable to pay to the Commissioner of Taxation: (a) each amount payable under a remittance provision because of a deduction made by the administrator; and (b)…
Section 443B — Payments for property used or occupied by, or in the possession of, the company
Scope (1) This section applies if, under an agreement made before the administration of a company began, the company continues to use or occupy, or to be in possession of, property of which someone…
Section 443C — Administrator not otherwise liable for company’s debts
The administrator of a company under administration is not liable for the company’s debts except under this Subdivision.
Section 443D — Right of indemnity
The administrator of a company under administration is entitled to be indemnified out of the company’s property (other than any PPSA retention of title property subject to a PPSA security interest…
Section 443E — Right of indemnity has priority over other debts
General rule (1) Subject to section 556, a right of indemnity under section 443D has priority over: (a) all the company’s unsecured debts; and (b) any debts of the company secured by a PPSA security…
Section 443F — Lien to secure indemnity
(1) To secure a right of indemnity under section 443D, the administrator has a lien on the company’s property. (2) A lien under subsection (1) has priority over another security interest only in so…
Section 444A — Effect of creditors’ resolution
(1) This section applies where, at a meeting convened under section 439A, a company’s creditors resolve that the company execute a deed of company arrangement. (2) The administrator of the company is…
Section 444DA — Giving priority to eligible employee creditors
(1) A deed of company arrangement must contain a provision to the effect that, for the purposes of the application by the administrator of the property of the company coming under his or her control…
Section 444GA — Transfer of shares
(1) The administrator of a deed of company arrangement may transfer shares in the company if the administrator has obtained: (a) the written consent of the owner of the shares; or (b) the leave of…
Section 444B — Execution of deed
(1) This section applies where an instrument is prepared under section 444A. (2) The company must execute the instrument within: (a) 15 business days after the end of the meeting of creditors; or (b)…
Section 444DB — Superannuation contribution debts not admissible to proof
Whole of superannuation contribution debt (1) A deed of company arrangement must contain a provision to the effect that the administrator of the deed must determine that the whole of a debt by way of…
Section 444C — Creditor etc. not to act inconsistently with deed before its execution
(1) Where, at a meeting convened under section 439A, a company’s creditors resolve that the company execute a deed of company arrangement, this section applies until: (a) the deed is executed by both…
Section 444D — Effect of deed on creditors
(1) A deed of company arrangement binds all creditors of the company, so far as concerns claims arising on or before the day specified in the deed under paragraph 444A(4)(i). (2) Subsection (1) does…
Section 444E — Protection of company’s property from persons bound by deed
(1) Until a deed of company arrangement terminates, this section applies to a person bound by the deed. (2) The person cannot: (a) make an application for an order to wind up the company; or (b)…
Section 444F — Court may limit rights of secured creditor or owner or lessor
(1) This section applies where: (a) at a meeting convened under section 439A, a company’s creditors have resolved that the company execute a deed of company arrangement; or (b) a company has executed…
Section 444G — Effect of deed on company, officers and members
A deed of company arrangement also binds: (a) the company; and (b) its officers and members; and (c) the deed’s administrator.
Section 444H — Extent of release of company’s debts
A deed of company arrangement releases the company from a debt only in so far as: (a) the deed provides for the release; and (b) the creditor concerned is bound by the deed.
Section 444J — Guarantees and indemnities
Section 444H does not affect a creditor’s rights under a guarantee or indemnity.
Section 445A — Variation of deed by creditors
A deed of company arrangement may be varied by a resolution passed at a meeting of the company’s creditors, but only if the variation is not materially different from a proposed variation set out in…
Section 445CA — When creditors may terminate deed
The creditors are not entitled to pass a resolution under paragraph 445C(b) unless: (a) there has been a breach of the deed; and (b) the breach has not been rectified before the resolution is passed.
Section 445FA — Notice of termination of deed
(1) If a company is subject to a deed of company arrangement, and: (a) the administrator of the deed has applied all of the proceeds of the realisation of the assets available for the payment of…
Section 445HA — Notification of contravention of deed of company arrangement
Director to notify administrator (1) If a director of a company that is subject to a deed of company arrangement becomes aware that: (a) there has been a material contravention of the deed by a…
Section 445B — Court may cancel variation
(1) Where a deed of company arrangement is varied under section 445A, a creditor of the company may apply to the Court for an order cancelling the variation. (2) On an application, the Court: (a) may…
Section 445C — When deed terminates
A deed of company arrangement terminates when: (a) the Court makes under section 445D an order terminating the deed; or (b) the company’s creditors pass a resolution terminating the deed at a…
Section 445D — When Court may terminate deed
(1) The Court may make an order terminating a deed of company arrangement if satisfied that: (a) information about the company’s business, property, affairs or financial circumstances that: (i) was…
Section 445E — Creditors may terminate deed and resolve that company be wound up
Where: (a) the company’s creditors pass a resolution at a meeting terminating the deed; and (b) the notice of the meeting set out a proposed resolution that the company be wound up; the creditors may…
Section 445G — When Court may void or validate deed
(1) Where there is doubt, on a specific ground, whether a deed of company arrangement was entered into in accordance with this Part or complies with this Part, the administrator of the deed, a member…
Section 445H — Effect of termination or avoidance
The termination or avoidance, in whole or in part, of a deed of company arrangement does not affect the previous operation of the deed.
Section 446A — Administrator becomes liquidator in certain cases
(1) This section applies if: (a) the creditors of a company under administration resolve at a particular time under paragraph 439C(c) that the company be wound up; or (b) a company under…
Section 446AA — Administrator becomes liquidator—additional cases
Scope (1) This section applies if a company has executed a deed of company arrangement and: (a) the Court, at a particular time, makes an order under section 445D terminating the deed of company…
Section 446B — Regulations may provide for transition in other cases
(1) The regulations may prescribe cases where: (a) a company under administration; or (b) a company that has executed a deed of company arrangement (even if the deed has terminated); is taken to have…
Section 446C — Liquidator may require submission of a report about the company’s affairs
Scope (1) This section applies if: (a) at a particular time (the liquidation time), a company resolves by special resolution that it be wound up voluntarily; and (b) immediately before the…
Section 447A — General power to make orders
(1) The Court may make such order as it thinks appropriate about how this Part is to operate in relation to a particular company. (2) For example, if the Court is satisfied that the administration of…
Section 447B — Orders to protect creditors during administration
(1) On the application of ASIC, the Court may make such order as it thinks necessary to protect the interests of a company’s creditors while the company is under administration. (2) On the…
Section 447C — Court may declare whether administrator validly appointed
(1) If there is doubt, on a specific ground, about whether a purported appointment of a person as administrator of a company, or of a deed of company arrangement, is valid, the person, the company or…
Section 447F — Effect of Division
Nothing in this Division limits the generality of anything else in it.
Section 448A — Appointee must consent
A person cannot be appointed as administrator of a company or of a deed of company arrangement unless: (a) the person has consented in writing to the appointment; and (b) as at the time of the…