Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 489D — Court’s power to make orders under other provisions
(1) To avoid doubt, the Court may make an order under section 486A, 598 or 1323, or section 45-1 or 90-15 of Schedule 2 in relation to a person appearing before the Court under: (a) a section 486B…
Section 489E — Jurisdiction under this Subdivision
To avoid doubt, a matter arising under this Subdivision is a civil matter for the purposes of Part 9.6A.
Section 489F — 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 490 — When company cannot wind up voluntarily
(1) Except with the leave of the Court, a company cannot resolve that it be wound up voluntarily if: (a) an application for the company to be wound up in insolvency has been filed; or (b) the Court…
Section 491 — Circumstances in which company may be wound up voluntarily
(1) Subject to section 490, a company may be wound up voluntarily if the company so resolves by special resolution. (2) A company must: (a) within 7 days after the passing of a resolution for…
Section 493 — Effect of voluntary winding up
The company must, from the passing of the resolution, cease to carry on its business except so far as is in the opinion of the liquidator required for the beneficial disposal or winding up of that…
Section 493A — Effect of voluntary winding up on company’s members
Transfer of shares (1) A transfer of shares in a company that is made after the passing of the resolution is void except if: (a) both: (i) the liquidator gives written consent to the transfer; and…
Section 494 — Declaration of solvency
(1) Where it is proposed to wind up a company voluntarily, a majority of the directors may, before the date on which the notices of the meeting at which the resolution for the winding up of the…
Section 495 — Appointment of liquidator etc.
(1) The company in general meeting must appoint a liquidator or liquidators for the purpose of winding up the affairs and distributing the property of the company. Note: For rules about the…
Section 496 — Duty of liquidator where company turns out to be insolvent
(1) Where a declaration has been made under section 494 and the liquidator is at any time of the opinion that the company will not be able to pay or provide for the payment of its debts in full…
Section 497 — Information about the company’s affairs
(1) The liquidator of the company must, within 10 business days after the day of the meeting of the company at which the resolution for voluntary winding up is passed: (a) send to each creditor: (i)…
Section 498 — Declaration that company eligible for the simplified liquidation process
(1) The directors of a company must give the liquidator of the company a declaration in accordance with this section if the directors believe on reasonable grounds that, on the declaration being…
Section 499 — Liquidators
(1) The company in general meeting must appoint a liquidator for the purpose of winding up the affairs and distributing the property of the company. (2) However, subsection (1) does not apply to the…
Section 500 — Execution and civil proceedings
(1) Any attachment, sequestration, distress or execution put in force against the property of the company after the passing of the resolution for voluntary winding up is void. (2) After the passing…
Section 500A — Liquidator may adopt the simplified liquidation process
(1) The liquidator may adopt the simplified liquidation process for the purpose of winding up the affairs and distributing the property of a company in a creditors’ voluntary winding up, if the…
Section 500AA — Eligibility criteria for the simplified liquidation process
(1) The eligibility criteria for the simplified liquidation process are met in relation to a company if: (a) a triggering event occurs in relation to the company; and (b) subsection 497(4) (report on…
Section 500AAA — Meaning of triggering event
Each of the following is a triggering event in relation to a company: (a) a special resolution under section 491 that the company be wound up voluntarily is passed; (b) if section 446A applies in…
Section 500AB — Creditors may request liquidator not to follow the simplified liquidation process
A creditor of a company may, within 20 business days after the day on which a triggering event in relation to the company occurs, give the liquidator of the company notice in writing requesting the…
Section 500AC — Liquidator must cease to follow the simplified liquidation process
(1) The liquidator of a company must cease to follow the simplified liquidation process: (a) if the eligibility criteria for the simplified liquidation process are no longer met in relation to a…
Section 500AD — Working out whether the 25% in value of creditors test met
For the purposes of paragraph 500A(2)(c): (a) the value of the creditors at a particular time is to be worked out by reference to the value of the creditors’ claims against the company that are known…
Section 500AE — Simplified liquidation process
(1) The simplified liquidation process for a creditors’ voluntary winding up is the process for a creditors’ voluntary winding up set out in this Act, as affected by: (a) subsection (2); and (b)…
Section 501 — Distribution of property of company
Subject to the provisions of this Act as to preferential payments, the property of a company must, on its winding up, be applied in satisfaction of its liabilities equally and, subject to that…
Section 506 — Powers and duties of liquidator
(1) The liquidator may: (b) exercise any of the powers that this Act confers on a liquidator in a winding up in insolvency or by the Court; or (c) exercise the power under section 478 of a liquidator…
Section 506A — Declarations by liquidator—relevant relationships and indemnities
Scope (1) This section applies to a liquidator appointed in relation to a creditors’ voluntary winding up. Declaration and notification of relevant relationships and indemnities (2) Within 10…
Section 507 — Power of liquidator to accept shares etc. as consideration for sale of property of company
(1) This section applies where it is proposed to transfer or sell to a body corporate the whole or a part of the business or property of a company. (2) The liquidator of the company may, with the…
Section 510 — Arrangement: when binding on creditors
(1) An arrangement entered into between a company about to be, or in the course of being, wound up and its creditors is, subject to subsection (4): (a) binding on the company if sanctioned by a…
Section 513 — Application of Part
Except so far as the contrary intention appears, the provisions of this Act about winding up apply in relation to the winding up of a company whether in insolvency, by the Court or voluntarily.
Section 513A — Winding up ordered by the Court
If the Court orders under section 233, 459A, 459B or 461 that a company be wound up, the winding up is taken to have begun or commenced: (a) if, when the order was made, a winding up of the company…
Section 513AA — 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 513CA — Meaning of section 513CA day
The section 513CA day in relation to the restructuring of a company is the day on which the restructuring of the company began.
Section 513B — Voluntary winding up
Where a company resolves by special resolution that it be wound up voluntarily, the winding up is taken to have begun or commenced: (a) if, when the resolution was passed, a winding up of the company…
Section 513C — Section 513C day in relation to an administration under Part 5.3A
The section 513C day in relation to the administration of a company is: (aa) if, immediately before the administration began, the company was under restructuring—the day on which the restructuring…
Section 513D — Validity of proceedings in earlier winding up
Where, at the time when: (a) the Court orders under section 233, 459A, 459B or 461 that a company be wound up; or (b) a company resolves by special resolution that it be wound up voluntarily; a…
Section 514 — Where Division applies
(1) This Division applies where a company is wound up. (2) This Division does not apply to the winding up of a no liability company.
Section 515 — General liability of contributory
Subject to this Division, a present or past member is liable to contribute to the company’s property to an amount sufficient: (a) to pay the company’s debts and liabilities and the costs, charges and…
Section 516 — Company limited by shares
Subject to sections 518 and 519, if the company is a company limited by shares, a member need not contribute more than the amount (if any) unpaid on the shares in respect of which the member is…
Section 517 — Company limited by guarantee
Subject to sections 518 and 519, if the company is a company limited by guarantee, a member need not contribute more than the amount the member has undertaken to contribute to the company’s property…
Section 518 — Company limited both by shares and by guarantee
Subject to section 519, if the company is a company limited both by shares and by guarantee, neither of sections 516 and 517 applies but the member need not contribute more than the aggregate of the…
Section 519 — Exceptions for former unlimited company
Despite sections 516, 517 and 518, if the company is a limited company and became a limited company by virtue of a change of status, the amount that a member at the time of the change of status, or a…
Section 520 — Past member: later debts
A past member need not contribute in respect of a debt or liability of the company contracted after the past member ceased to be a member.
Section 521 — Person ceasing to be a member a year or more before winding up
Subject to section 523, a past member need not contribute if he, she or it was a member at no time during the year ending on the day of the commencement of the winding up.
Section 522 — Present members to contribute first
Subject to paragraph 523(b), a past member need not contribute unless it appears to the Court that the existing members are unable to satisfy the contributions they are liable to make under this Act.
Section 523 — Past member of former unlimited company
If an unlimited company changes to a limited company under section 164, a past member who was a member at the time of the change is liable: (a) despite section 521; and (b) if no person who was a…
Section 524 — Past member of former limited company
If a limited company changes to an unlimited company under section 164, a person who, at the time when the company applied for the change, was a past member and did not again become a member after…
Section 526 — Liability on certain contracts
Nothing in this Act invalidates a provision, in a policy of insurance or other contract, whereby the liability of individual members on the policy or contract is restricted or whereby the funds of…
Section 527 — Nature of contributory’s liability
A contributory’s liability is of the nature of a specialty debt according to the law of the Australian Capital Territory accruing due from the contributory when the contributory’s liability commenced…
Section 528 — Death of contributory
If a contributory dies, whether before or after being placed on the list of contributories: (a) his or her personal representatives are liable in due course of administration to contribute to the…
Section 529 — Bankruptcy of contributory
If a contributory becomes an insolvent under administration, or assigns his or her estate for the benefit of his or her creditors, whether before or after being placed on the list of contributories:…
Section 530 — Appointment of 2 or more liquidators of a company
If 2 or more persons have been appointed as liquidators of a company: (a) a function or power of a liquidator of the company may be performed or exercised by any one of them, or by any 2 or more of…
Section 530AA — Appointment of 2 or more provisional liquidators of a company
If 2 or more persons have been appointed as provisional liquidators of a company: (a) a function or power of a provisional liquidator of the company may be performed or exercised by any one of them,…