Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 448B — Administrator must be registered liquidator
(1) A person must not consent to be appointed, and must not act, as administrator of a company or of a deed of company arrangement. (2) Subsection (1) does not apply if the person is a registered…
Section 448C — Disqualification of person connected with company
(1) Subject to this section, a person must not, except with the leave of the Court, seek or consent to be appointed as, or act as, administrator of a company or of a deed of company arrangement if:…
Section 449A — Appointment of administrator cannot be revoked
The appointment of a person as administrator of a company or of a deed of company arrangement cannot be revoked.
Section 449CA — Declarations by administrator—indemnities and relevant relationships
Scope (1) This section applies to an administrator appointed under subsection 449C(1) otherwise than by the Court. Declaration of relationships and indemnities (2) As soon as practicable after being…
Section 449C — Vacancy in office of administrator of company
(1) Where the administrator of a company under administration: (a) dies; or (b) becomes prohibited from acting as administrator of the company; or (c) resigns by notice in writing given to his or her…
Section 450A — Appointment of administrator
(1) Where an administrator of a company is appointed under section 436A, 436B or 436C, the administrator must: (a) lodge a notice of the appointment before the end of the next business day after the…
Section 450B — Execution of deed of company arrangement
As soon as practicable after a deed of company arrangement is executed, the deed’s administrator must: (a) send to each creditor of the company a written notice of the execution of the deed; and (b)…
Section 450C — Failure to execute deed of company arrangement
As soon as practicable after a company contravenes subsection 444B(2), the deed’s administrator must: (a) lodge a notice that the company has failed to execute the instrument within the required…
Section 450D — Termination of deed of company arrangement
Where a deed of company arrangement terminates because of paragraph 445C(b), the deed’s administrator must: (a) lodge a notice of the termination; and (b) send such a notice to each of the company’s…
Section 450E — Notice in public documents etc. of company
(1) A company under administration must set out, in every public document, and in every negotiable instrument, of the company, after the company’s name where it first appears, the expression…
Section 450F — Effect of contravention of this Division
A contravention of this Division does not affect the validity of anything done or omitted under this Part, except so far as the Court otherwise orders.
Section 451A — Appointment of 2 or more administrators of company
(1) Where a provision of this Act provides for an administrator of a company to be appointed, 2 or more persons may be appointed as administrators of the company. (2) Where, because of subsection…
Section 451GA — Self-executing provisions
(1) The object of subsection (2) is to ensure that a self-executing provision: (a) cannot start to apply against a company for certain reasons; and (b) can be the subject of a Court order providing…
Section 451B — Appointment of 2 or more administrators of deed of company arrangement
(1) Where a provision of this Act provides for an administrator of a deed of company arrangement to be appointed, 2 or more persons may be appointed as administrators of the deed. (2) Where, because…
Section 451C — Effect of things done during administration of company
A payment made, transaction entered into, or any other act or thing done, in good faith, by, or with the consent of, the administrator of a company under administration: (a) is valid and effectual…
Section 451D — Time for doing act does not run while act prevented by this Part
Where: (a) for any purpose (for example, the purposes of a law, agreement or instrument) an act must or may be done within a particular period or before a particular time; and (b) this Part prevents…
Section 451E — Stay on enforcing rights merely because the company is under administration etc.
Stay on enforcing rights (1) A right cannot be enforced against a company for: (a) the reason that the company has come or is under administration; or (b) the company’s financial position, if the…
Section 451F — Lifting the stay
(1) The Court may order that subsection 451E(1) does not apply for one or more rights against a company if the Court is satisfied that this is appropriate in the interests of justice. (2) An…
Section 451G — 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 company only: (a) with the leave of the Court; and (b) in accordance with…
Section 451H — When other laws prevail—certain other Commonwealth Acts
If there is any inconsistency between sections 451E to 451GA 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 452A — Object of this Part
The object of this Part, and Schedule 2 to the extent that it relates to this Part, is to provide for a restructuring process for eligible companies that allows the companies: (a) to retain control…
Section 452B — Meaning of property
In this Part: property of a company includes any PPSA retention of title property of the company. Note: See sections 9 (definition of property) and 51F (PPSA retention of title property).
Section 453A — Meaning of restructuring
The restructuring of a company: (a) begins when a restructuring practitioner for the company is appointed under section 453B; and (b) ends in the circumstances prescribed by the regulations.
Section 453B — Appointing a restructuring practitioner
(1) A company may, by writing, appoint a small business restructuring practitioner for the company if: (a) the eligibility criteria for restructuring are met in relation to the company on the day the…
Section 453C — Eligibility criteria for restructuring
(1) The eligibility criteria for restructuring are met in relation to a company if, on the day on which a restructuring practitioner for the company is appointed: (a) in a case where the regulations…
Section 453D — Declaration by restructuring practitioner—relevant relationships
(1) As soon as practicable after being appointed, a restructuring practitioner for a company must make a declaration of relevant relationships. Note: Failure to comply with this subsection is an…
Section 453E — Functions, duties and powers of the restructuring practitioner
(1) The functions of the restructuring practitioner for a company under restructuring are: (a) to provide advice to the company on matters relating to restructuring; and (b) to assist the company to…
Section 453F — Directors to help restructuring practitioner
(1) A director of a company under restructuring must: (a) attend on the restructuring practitioner; and (b) give the restructuring practitioner information about the company’s business, property,…
Section 453G — Restructuring practitioner’s right to inspect books held by other persons
If the books of a company under restructuring are held by a person other than the company, that person must permit the restructuring practitioner for the company to inspect and make copies of the…
Section 453H — Restructuring practitioner acts as company’s agent
When performing a function or duty, or exercising a power, as restructuring practitioner for a company under restructuring, the restructuring practitioner is taken to be acting as the company’s agent.
Section 453J — Restructuring practitioner may terminate restructuring
(1) The restructuring practitioner for a company under restructuring may, at any time, terminate the restructuring of the company: (a) if the restructuring practitioner believes on reasonable grounds…
Section 453K — Control of company under restructuring
(1) Subject to this Part, while a company is under restructuring the company has control of the company’s business, property and affairs. (2) While a company is under restructuring, a receiver or…
Section 453L — Conducting the business of the company during restructuring
Transactions and dealings affecting property (1) A person contravenes this section if: (a) a company is under restructuring; and (b) the person is a director of the company; and (c) either: (i) the…
Section 453M — Order for compensation where director involved in void transaction
(1) Where: (a) a court finds a person guilty of an offence constituted by a contravention of subsection 453L(1); and (b) the court is satisfied that the company or another person has suffered loss or…
Section 453N — Effect of things done during restructuring of company
A payment made, transaction entered into, or any other act or thing done, in good faith by: (a) the restructuring practitioner for a company under restructuring; or (b) a company under restructuring…
Section 453P — Effect of restructuring on company’s members
Transfer of shares (1) A transfer of shares in a company that is made while the company is under restructuring is void except if: (a) both: (i) the restructuring practitioner gives written consent to…
Section 453Q — Winding up company
(1) The Court is to adjourn the hearing of an application for an order to wind up a company if the company is under restructuring and the Court is satisfied that it is in the interests of the…
Section 453R — Restrictions on exercise of third party property rights
General rule (1) During the restructuring of a company, the restrictions set out in the table at the end of this section apply in relation to the exercise of the rights of a person (the third party)…
Section 453S — Stay of proceedings
(1) During the restructuring of a company, a proceeding in a court against the company or in relation to any of its property cannot be begun or proceeded with, except: (a) with the restructuring…
Section 453T — Suspension of enforcement process
During the restructuring of a company, no enforcement process in relation to property of the company can be begun or proceeded with, except: (a) with the leave of the Court; and (b) in accordance…
Section 453U — Duties of court officer in relation to property of company
(1) This section applies where an officer of a court (the court officer), being: (a) a sheriff; or (b) the registrar or other appropriate officer of the court; receives written notice of the fact…
Section 453V — Lis pendens taken to exist
(1) This section has effect only for the purposes of a law about the effect of a lis pendens on purchasers or mortgagees. (2) During the restructuring of the company, an application to wind up the…
Section 453W — Restructuring not to trigger liability of director or relative under guarantee of company’s liability
(1) During the restructuring of a company: (a) a guarantee of a liability of the company cannot be enforced, as against: (i) a director of the company who is a natural person; or (ii) a spouse or…
Section 453X — Property subject to a banker’s lien—exemption from this Subdivision
If: (a) a company is under restructuring; and (b) property of the company consists of: (i) cash in the form of notes or coins; or (ii) a negotiable instrument; or (iii) a security (as defined by…
Section 454A — Application of Subdivision
Except as expressly provided, nothing in this Subdivision limits the generality of anything else in it.
Section 454B — Application of sections 454C to 454H—PPSA security interests
Sections 454C to 454H only apply in relation to the enforcement of a PPSA security interest if the security interest is perfected, within the meaning of the Personal Property Securities Act 2009, at…
Section 454C — Secured party acts before or during decision period
Scope (1) This section applies if: (a) the whole, or substantially the whole, of the property of a company under restructuring is subject to a security interest; and (b) before or during the decision…
Section 454D — Where enforcement of security interest begins before restructuring
(1) This section applies if, before the beginning of the restructuring of a company, a secured party, receiver or other person: (a) entered into possession, or assumed control, of property of the…
Section 454E — Security interest in perishable property
Scope (1) This section applies if perishable property of a company under restructuring is subject to a security interest. Power of enforcement by secured party, receiver or controller (2) Nothing in…
Section 454F — Court may limit powers of secured party etc. in relation to secured property
(1) This section applies if: (a) for the purpose of enforcing a security interest in property of a company, the secured party, or a receiver or other person, does or proposes to do an act of a kind…