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CORPORATIONS ACT 2001 - SECT 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 year from its incorporation or suspends its business for a whole year; or

                     (d)  the company has no members; or

                     (e)  directors have acted in affairs of the company in their own interests rather than in the interests of the members as a whole, or in any other manner whatsoever that appears to be unfair or unjust to other members; or

                      (f)  affairs of the company are being conducted in a manner that is oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members or in a manner that is contrary to the interests of the members as a whole; or

                     (g)  an act or omission, or a proposed act or omission, by or on behalf of the company, or a resolution, or a proposed resolution, of a class of members of the company, was or would be oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members or was or would be contrary to the interests of the members as a whole; or

                     (h)  ASIC has stated in a report prepared under Division 1 of Part 3 of the ASIC Act that, in its opinion:

                              (i)  the company cannot pay its debts and should be wound up; or

                             (ii)  it is in the interests of the public, of the members, or of the creditors, that the company should be wound up; or

                     (k)  the Court is of opinion that it is just and equitable that the company be wound up.

             (2)  A company must lodge a copy of a special resolution referred to in paragraph (1)(a) with ASIC within 14 days after the resolution is passed.



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