Commonwealth Consolidated Regulations

CORPORATIONS REGULATIONS 2001 - REG 5.3A.07

         (1)    For subsection 446B (1) of the Act, a company that has executed a deed of company arrangement is taken to have passed a special resolution under section 491 that the company be wound up voluntarily:

                (a)    if the Court at a particular time makes an order under section 445D of the Act terminating the deed of company arrangement; or

               (b)    if the deed of company arrangement specifies circumstances in which the deed is to terminate and the company is to be wound up -- if those circumstances exist at a particular time.

         (2)    The company is taken to have passed the special resolution:

                (a)    at the time mentioned in paragraph (1) (a) or (b), as the case may be; and

               (b)    without a declaration having been made and lodged under section 494 of the Act.

         (3)    Section 497 of the Act is taken to have been complied with in relation to the winding up.

         (5)    The liquidator must:

                (a)    within 5 business days after the day on which the company is taken to have passed the resolution, lodge a written notice in the prescribed form stating that the company is taken because of this regulation to have passed such a resolution and specifying that day; and

               (b)    cause a notice of that kind to be published, within 15 business days after that day:

                          (i)    in a national newspaper; or

                         (ii)    in each State or Territory in which the company
has its registered office or carries on business, in a daily newspaper that circulates generally in that jurisdiction.

Note    Under section 350 of the Act, a document that the Act requires to be lodged with ASIC in a prescribed form must:

(a)   if a form for the document is prescribed in these Regulations, be in that prescribed form; and

(b)   if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.

On 23 December 2004, a form for the document mentioned in paragraph (5) (a) is not prescribed in these Regulations.

         (6)    Section 482 of the Act applies in relation to the winding up as if it were a winding up in insolvency or by the Court.

Note    Section 482 of the Act empowers the Court to stay or terminate a winding up and to give consequential directions.

         (7)    An application under section 482 of the Act as applying because of subregulation (6) may be made:

                (a)    despite subsection 499 (4) of the Act, by the company pursuant to a resolution of the board; or

               (b)    by the liquidator; or

                (c)    by a creditor; or

               (d)    by a contributory.