Commonwealth Consolidated Acts

CORPORATIONS ACT 2001 - SECT 473

             (1)  A liquidator appointed by the Court may resign or, on cause shown, be removed by the Court.

             (2)  A provisional liquidator is entitled to receive such remuneration by way of percentage or otherwise as is determined by the Court.

             (3)  A liquidator is entitled to receive such remuneration by way of percentage or otherwise as is determined:

                     (a)  if there is a committee of inspection--by agreement between the liquidator and the committee of inspection; or

                     (b)  if there is no committee of inspection or the liquidator and the committee of inspection fail to agree:

                              (i)  by resolution of the creditors; or

                             (ii)  if no such resolution is passed--by the Court.

Note:          See also section 579L (consolidated meetings of creditors--pooled groups).

             (4)  A meeting of creditors for the purposes of subsection (3) must be convened by the liquidator by sending to each creditor a notice and a statement of all receipts and expenditure by the liquidator and of the amount of remuneration sought by him or her.

Note:          For electronic notification, see section 600G.

          (4A)  If:

                     (a)  no remuneration has been fixed under paragraph (3)(a) or (b); and

                     (b)  a meeting of the company's creditors is convened; and

                     (c)  a resolution under subparagraph (3)(b)(i) cannot be passed because of the lack of a quorum; and

                     (d)  there has been no previous application of this subsection to the remuneration of the liquidator;

the creditors are taken to have passed a resolution under subparagraph (3)(b)(i) determining that the liquidator is entitled to remuneration of:

                     (e)  whichever is the greater of the following amounts:

                              (i)  $5,000;

                             (ii)  if an amount is specified in regulations for the purposes of this subparagraph--that amount; or

                      (f)  if the liquidator determines a lesser amount--that lesser amount.

          (4B)  Subsection (4A) does not limit the Court's powers under subsection (6).

             (5)  Where the remuneration of a liquidator is determined in the manner specified in paragraph (3)(a), the Court may, on the application of:

                     (a)  a member or members whose shareholding or shareholdings represents or represent in the aggregate at least 10% of the issued capital of the company; or

                     (b)  a creditor or creditors whose debts against the company that have been admitted to proof amount in the aggregate to at least 10% of the total amount of the debts of the creditors of the company that have been admitted to proof; or

                     (c)  ASIC;

review the liquidator's remuneration and may confirm, increase or reduce that remuneration.

             (6)  Where the remuneration of a liquidator is determined in the manner specified in subparagraph (3)(b)(i) the Court may, on the application of the liquidator or of a member or members referred to in subsection (5), review the liquidator's remuneration and may confirm, increase or reduce that remuneration.

             (7)  A vacancy in the office of a liquidator appointed by the Court must be filled by the Court.

             (8)  If more than one liquidator is appointed by the Court, the Court must declare whether anything that is required or authorised by this Act to be done by the liquidator is to be done by all or any one or more of the persons appointed.

             (9)  Subject to this Act, the acts of a liquidator are valid notwithstanding any defects that may afterwards be discovered in his or her appointment or qualification.

           (10)  In exercising its powers under subsection (3), (5) or (6), the Court must have regard to whether the remuneration is reasonable, taking into account any or all of the following matters:

                     (a)  the extent to which the work performed by the liquidator was reasonably necessary;

                     (b)  the extent to which the work likely to be performed by the liquidator is likely to be reasonably necessary;

                     (c)  the period during which the work was, or is likely to be, performed by the liquidator;

                     (d)  the quality of the work performed, or likely to be performed, by the liquidator;

                     (e)  the complexity (or otherwise) of the work performed, or likely to be performed, by the liquidator;

                      (f)  the extent (if any) to which the liquidator was, or is likely to be, required to deal with extraordinary issues;

                     (g)  the extent (if any) to which the liquidator was, or is likely to be, required to accept a higher level of risk or responsibility than is usually the case;

                     (h)  the value and nature of any property dealt with, or likely to be dealt with, by the liquidator;

                      (i)  whether the liquidator was, or is likely to be, required to deal with:

                              (i)  one or more receivers; or

                             (ii)  one or more receivers and managers;

                      (j)  the number, attributes and behaviour, or the likely number, attributes and behaviour, of the company's creditors;

                     (k)  if the remuneration is ascertained, in whole or in part, on a time basis:

                              (i)  the time properly taken, or likely to be properly taken, by the liquidator in performing the work; and

                             (ii)  whether the total remuneration payable to the liquidator is capped;

                      (l)  any other relevant matters.

           (11)  Before remuneration is determined under paragraph (3)(a), the liquidator must:

                     (a)  prepare a report setting out:

                              (i)  such matters as will enable the committee of inspection to make an informed assessment as to whether the proposed remuneration is reasonable; and

                             (ii)  a summary description of the major tasks performed, or likely to be performed, by the liquidator; and

                            (iii)  the costs associated with each of those major tasks; and

                     (b)  give a copy of the report to each member of the committee of inspection at the same time as the member is notified of the relevant meeting of the committee.

           (12)  Before remuneration is determined under subparagraph (3)(b)(i), the liquidator must:

                     (a)  prepare a report setting out:

                              (i)  such matters as will enable the company's creditors to make an informed assessment as to whether the proposed remuneration is reasonable; and

                             (ii)  a summary description of the major tasks performed, or likely to be performed, by the liquidator; and

                            (iii)  the costs associated with each of those major tasks; and

                     (b)  give a copy of the report to each of the company's creditors at the same time as the creditor is notified of the relevant meeting of creditors.