Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 459M — Order subject to conditions
An order under section 459H or 459J may be made subject to conditions.
Section 459N — Costs where company successful
Where, on an application under section 459G, the Court sets aside the demand, it may order the person who served the demand to pay the company’s costs in relation to the application.
Section 459P — Who may apply for order under section 459A
(1) Any one or more of the following may apply to the Court for a company to be wound up in insolvency: (a) the company; (b) a creditor (even if the creditor is a secured creditor or is only a…
Section 459Q — Application relying on failure to comply with statutory demand
If an application for a company to be wound up in insolvency relies on a failure by the company to comply with a statutory demand, the application: (a) must set out particulars of service of the…
Section 459R — Period within which application must be determined
(1) An application for a company to be wound up in insolvency is to be determined within 6 months after it is made. (2) The Court may by order extend the period within which an application must be…
Section 459S — Company may not oppose application on certain grounds
(1) In so far as an application for a company to be wound up in insolvency relies on a failure by the company to comply with a statutory demand, the company may not, without the leave of the Court,…
Section 459T — Application to wind up joint debtors in insolvency
(1) A single application may be made for 2 or more companies to be wound up in insolvency if they are joint debtors, whether partners or not. (2) On such an application, the Court may order that one…
Section 461 — General grounds on which company may be wound up by Court
(1) The Court may order the winding up of a company if: (a) the company has by special resolution resolved that it be wound up by the Court; or (c) the company does not commence business within one…
Section 462 — Standing to apply for winding up
(1) A reference in this section to an order to wind up a company is a reference to an order to wind up the company on a ground provided for by section 461. (2) Subject to this section, any one or…
Section 464 — Application for winding up in connection with investigation under ASIC Act
(1) Where ASIC is investigating, or has investigated, under Division 1 of Part 3 of the ASIC Act: (a) matters being, or connected with, affairs of a company; or (b) matters including such matters;…
Section 465 — Meaning of property
In this Part: property of a company includes PPSA retention of title property, if the security interest in the property is vested in the company because of the operation of any of the following…
Section 465A — Notice of application
(1) A person who applies under section 459P, 462 or 464 for a company to be wound up must: (a) lodge notice in the prescribed form that the application has been made; and (b) within 14 days after the…
Section 465B — Substitution of applicants
(1) The Court may by order substitute, as applicant or applicants in an application under section 459P, 462 or 464 for a company to be wound up, a person or persons who might otherwise have so…
Section 465C — Applicant to be given notice of grounds for opposing application
On the hearing of an application under section 459P, 462 or 464, a person may not, without the leave of the Court, oppose the application unless, within the period prescribed by the rules of court,…
Section 466 — Payment of preliminary costs etc.
(1) The persons, other than the company itself or the liquidator of the company, on whose application any winding up order is made must, at their own cost, prosecute all proceedings in the winding up…
Section 467 — Court’s powers on hearing application
(1) Subject to subsection (2) and section 467A, on hearing a winding up application the Court may: (a) dismiss the application with or without costs, even if a ground has been proved on which the…
Section 467A — Effect of defect or irregularity on application under Part 5.4 or 5.4A
An application under Part 5.4 or 5.4A must not be dismissed merely because of one or more of the following: (a) in any case—a defect or irregularity in connection with the application; (b) in the…
Section 467B — Court may order winding up of company that is being wound up voluntarily
The Court may make an order under section 233, 459A, 459B or 461 even if the company is already being wound up voluntarily.
Section 468 — Avoidance of dispositions of property, attachments etc.
(1) Any disposition of property of the company, other than an exempt disposition, made after the commencement of the winding up by the Court is, unless the Court otherwise orders, void. (2) In…
Section 468A — Effect of winding up on company’s members
Transfer of shares (1) A transfer of shares in a company that is made after the commencement of the winding up by the Court is void except if: (a) both: (i) the liquidator gives written consent to…
Section 469 — Application to be lis pendens
An application for winding up a company constitutes a lis pendens for the purposes of any law relating to the effect of a lis pendens upon purchasers or mortgagees.
Section 470 — Certain notices to be lodged
(1) An applicant (other than ASIC) for the winding up of a company must: (a) lodge, not later than 10.30 am on the next business day after the filing of the application, notice of the filing of the…
Section 471 — Effect on creditors and contributories
An order for winding up a company operates in favour of all the creditors and contributories of the company as if it had been made on the joint application of all the creditors and contributories.
Section 471B — Stay of proceedings and suspension of enforcement process
While a company is being wound up in insolvency or by the Court, or a provisional liquidator of a company is acting, a person cannot begin or proceed with: (a) a proceeding in a court against the…
Section 471C — Secured creditor’s rights not affected
Nothing in section 471B affects a secured creditor’s right to realise or otherwise deal with the security interest.
Section 472 — Court to appoint registered liquidator
(1) On an order being made for the winding up of a company, the Court may appoint a registered liquidator to be liquidator of the company. (2) The Court may appoint a registered liquidator…
Section 473 — Resignation of liquidators
A liquidator appointed by the Court may resign.
Section 473A — Vacancies in office of court-appointed liquidator
(1) A vacancy in the office of a liquidator appointed by the Court may be filled by: (a) the Court; or (b) ASIC. (2) If ASIC fills a vacancy in the office of a liquidator under subsection (1), ASIC…
Section 474 — Custody and vesting of company’s property
(1) If a company is being wound up in insolvency or by the Court, or a provisional liquidator of a company has been appointed: (a) in a case in which a liquidator or provisional liquidator has been…
Section 475 — Report as to company’s affairs to be submitted to liquidator
(1A) In this section: liquidator includes a provisional liquidator. (1) There must be made out and verified by a statement in writing in the prescribed form, and submitted to the liquidator, by the…
Section 477 — Powers of liquidator
(1) Subject to this section, a liquidator of a company may: (a) carry on the business of the company so far as is, in the opinion of the liquidator, required for the beneficial disposal or winding up…
Section 478 — Application of property; list of contributories
(1) As soon as practicable after the Court orders that a company be wound up, the liquidator must: (a) cause the company’s property to be collected and applied in discharging the company’s…
Section 480 — Release of liquidator and deregistration of company
When the liquidator: (a) has realised all the property of the company or so much of that property as can in his or her opinion be realised without needlessly protracting the winding up, and has…
Section 481 — Orders for release or deregistration
(1) The Court: (a) may cause a report on the accounts of the liquidator to be prepared by the auditor appointed by ASIC under section 70-15 of Schedule 2 (audit of administration books) or by some…
Section 482 — Power to stay or terminate winding up
(1) At any time during the winding up of a company, the Court may, on application, make an order staying the winding up either indefinitely or for a limited time or terminating the winding up on a…
Section 483 — Delivery of property to liquidator
(1) The Court may require a person who is a contributory, trustee, receiver, banker, agent, officer or employee of the company to pay, deliver, convey, surrender or transfer to the liquidator or…
Section 484 — Appointment of special manager
(1) The liquidator may, if satisfied that the nature of the property or business of the company, or the interests of the creditors or contributories generally, requires or require the appointment of…
Section 485 — Claims of creditors and distribution of property
(1) The Court may fix a day on or before which creditors are to prove their debts or claims or after which they will be excluded from the benefit of any distribution made before those debts are…
Section 486 — Inspection of books by creditors and contributories
The Court may make such order for inspection of the books of the company by creditors and contributories as the Court thinks just, and any books in the possession of the company may be inspected by…
Section 486A — Court may make order to prevent officer or related entity from avoiding liability to company
(1) The Court may make one or more of the following: (a) an order prohibiting, either absolutely or subject to conditions, an officer, employee or related entity of a company from taking or sending…
Section 486B — Warrant to arrest person who is absconding, or who has dealt with property or books, in order to avoid obligations in connection with winding up
(1) The Court may issue a warrant for a person to be arrested and brought before the Court if: (a) a company is being wound up in insolvency or by the Court, or an application has been made for a…
Section 487 — Power to arrest absconding contributory
The Court, at any time before or after making a winding up order, on proof of probable cause for believing that a contributory is about to leave this jurisdiction, or Australia, or otherwise to…
Section 488 — Delegation to liquidator of certain powers of Court
(1) Provision may be made by rules of court or regulations for enabling or requiring all or any of the powers and duties conferred and imposed on the Court by this Part or Schedule 2 in respect of:…
Section 489 — Powers of Court cumulative
Any powers conferred on the Court by this Act are in addition to, and not in derogation of, any existing powers of instituting proceedings against any contributory or debtor of the company or the…
Section 489A — Arrest of person subject to warrant
If: (a) the Court issues a section 486B warrant for a person to be arrested and brought before the Court; and (b) the person is not in prison; the person named in the section 486B warrant may be…
Section 489EA — ASIC may order the winding up of a company
(1) ASIC may order the winding up of a company if: (a) the response to a return of particulars given to the company is at least 6 months late; and (b) the company has not lodged any other documents…
Section 489B — Procedure after arrest
(1) As soon as practicable after being arrested, the person is to be taken before the Court that issued the section 486B warrant. (2) The Court must order: (a) that the person be remanded on bail on…
Section 489EB — Deemed resolution that company be wound up voluntarily
If ASIC orders under section 489EA that a company be wound up: (a) the company is taken to have passed a special resolution under section 491 that the company be wound up voluntarily; and (b) the…
Section 489C — Procedure on remand on bail
(1) If the Court has made an order under section 489B remanding the person (the warrant person) on bail, the Court must prepare, or cause to be prepared, an instrument setting out the conditions to…
Section 489EC — Appointment of liquidator
(1) If ASIC orders under section 489EA that a company be wound up, ASIC may appoint a liquidator for the purpose of winding up the affairs and distributing the property of the company. Note: For the…