Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 27

27. (1) Where a person who is registered as an auditor, as a liquidator, as a
liquidator of a specified corporation or as an official liquidator under this
Division requests the Commission to cancel his registration, the Commission
may, in its discretion, cancel the registration of that person as an auditor,
as a liquidator, as a liquidator of that corporation or as an
official liquidator, as the case may be.

(2) The Commission may, at any time, in its discretion, cancel or suspend the
registration as an official liquidator of a person who is so registered and
the decision of the Commission cancelling or suspending the registration of a
person as an official liquidator is final.

(3) Where the Commission decides to exercise its power under sub-section (2)
to cancel or suspend the registration of a person as an official liquidator,
the Commission shall, not later than 14 days after the decision, give to the
person a notice in writing setting out the decision and setting out the
findings on material questions of fact, referring to the evidence or other
material on which those findings were based and giving the reasons for the
decision.

(4) The Board may, if it is satisfied on application by the Commission-

   (a)  that a person registered as an auditor under this Division-

        (i)    is an insolvent under administration;

        (ii)   is, by virtue of sub-section 227 (2), prohibited, without the
               leave of the Court, from acting as a director or promoter of,
               or from being concerned in or taking part in the management of,
               a corporation;

        (iii)  is prohibited, by virtue of an order made under section 562 or
               under any provision of a law, or a previous law, of a State or
               of another Territory that corresponds with that section, from
               acting as a director of, or from being concerned in or taking
               part in the management of, a company or other corporation;

        (iv)   is incapable, by reason of mental infirmity, of managing his
               affairs;

        (v)    has failed to comply with the provisions of section 26; or

        (vi)   has ceased to be resident in Australia; or

   (b)  that a person registered as an auditor under this Division has failed,
        whether within or outside the Territory, to carry out adequately and
        properly the duties of an auditor or is otherwise not a fit and proper
        person to remain registered as an auditor, by order, cancel, or
        suspend for a specified period, the registration of that person as an
        auditor.

(5) The Board may, if it is satisfied on application by the Commission-

   (a)  that a person registered as a liquidator under this Division-

        (i)    is an insolvent under administration;

        (ii)   is, by virtue of sub-section 227 (2), prohibited, without the
               leave of the Court, from acting as a director or promoter of,
               or from being concerned in or taking part in the management of,
               a corporation;

        (iii)  is prohibited, by virtue of an order made under section 562 or
               under any provision of a law, or a previous law, of a State or
               of another Territory that corresponds with that section, from
               acting as a director of, or from being concerned in or taking
               part in the management of, a company or other corporation;

        (iv)   is incapable, by reason of mental infirmity, of managing his
               affairs;

        (v)    has failed to comply with the provisions of section 26; or

        (vi)   has ceased to be resident in Australia; or

   (b)  that a person registered as a liquidator under this Division has
        failed, whether within or outside the Territory, to carry out
        adequately and properly the duties of a liquidator or is otherwise not
        a fit and proper person to remain registered as a liquidator, by
        order, cancel, or suspend for a specified period, the registration of
        that person as a liquidator.

(6) The Board may, if it is satisfied on application by the Commission-

   (a)  that a person registered under this Division as the liquidator of a
        specified corporation-

        (i)    is an insolvent under this administration;

        (ii)   is, by virtue of sub-section 227 (2), prohibited, without the
               leave of the Court, from acting as a director or promoter of,
               or from being concerned in or taking part in the management of,
               a corporation;

        (iii)  is prohibited, by virtue of an order made under section 562 or
               under any provision of a law, or a previous law, of a State or
               of another Territory that corresponds with that section, from
               acting as a director of, or from being concerned in or taking
               part in the management of, a company or other corporation;

        (iv)   is incapable, by reason of mental infirmity, of managing his
               affairs;

        (v)    has failed to comply with a requirement made of him under
               sub-section 26 (5); or

        (vi)   has ceased to be resident in Australia; or

   (b)  that a person registered under this Division as a liquidator of a
        specified corporation has failed, whether within or outside the
        Territory, to carry out adequately and properly the duties of a
        liquidator in respect of the winding up of that corporation or is
        otherwise not a fit and proper person to remain registered as a
        liquidator of that corporation, by order, cancel, or suspend for a
        specified period, the registration of that person as a liquidator of
        that corporation.

(7) Where the Commission makes an application to the Board under sub-section
(4) in respect of a person who is also registered as a liquidator or as a
liquidator of a specified corporation, the Board may, in addition to making an
order under that sub-section, if it is satisfied as to any of the matters
specified in paragraph (5) (a) or (b) or (6) (a) or (b), make an order
cancelling, or suspending for a specified period, the registration of that
person as a liquidator or as a liquidator of that corporation, as the case may
be, and, where the Board makes such an order, the order shall, for the
purposes of this section, be deemed to have been made under sub-section (5) or
(6), as the case may be.

(8) Where the Commission makes an application to the Board under sub-section
(5) in respect of a person who is also registered as an auditor or as a
liquidator of a specified corporation, the Board may, in addition to making an
order under that sub-section, if it is satisfied as to any of the matters
specified in paragraph (4) (a) or (b) or (6) (a) or (b), make an order
cancelling, or suspending for a specified period, the registration of that
person as an auditor or as a liquidator of that corporation, as the case may
be, and, where the Board makes such an order, the order shall, for the
purposes of this section, be deemed to have been made under sub-section (4) or
(6), as the case may be.

(9) Where the Commission makes an application to the Board under sub-section
(6) in respect of a person who is also registered as an auditor or as a
liquidator, the Board may, in addition to making an order under that
sub-section, if it is satisfied as to any of the matters specified in
paragraph (4) (a) or (b) or (5) (a) or (b), make an order cancelling, or
suspending for a specified period, the registration of that person as an
auditor or as a liquidator, as the case may be, and, where the Board makes
such an order, the order shall, for the purposes of this section, be deemed to
have been made under sub-section (4) or (5), as the case may be.

(10) Where, on application made by the Commission under this section in
relation to a person who is registered as an auditor, as a liquidator or as a
liquidator of a specified corporation, the Board is satisfied of the matters
set out in paragraph (4) (b), (5) (b) or (6) (b), as the case may be, the
Board may, in addition to or instead of cancelling or suspending the
registration of that person as an auditor, liquidator or liquidator of that
corporation, as the case may be, deal with that person in one or more of the
following ways:

   (a)  by imposing on that person a penalty not exceeding $1,000;

   (b)  by admonishing or reprimanding that person;

   (c)  by requiring that person to give an undertaking to engage in, or to
        refrain from engaging in, specified conduct, and if a person fails to
        give an undertaking when required to do so under paragraph (c) or
        contravenes or fails to comply with an undertaking given pursuant to a
        requirement under that paragraph, the Board may, subject to
        sub-section (11), cancel, or suspend for a specified period, the
        registration of the person as an auditor, as a liquidator or as a
        liquidator of a specified corporation, as the case may be.

(11) The Board shall not-

   (a)  cancel or suspend the registration of a person as an auditor, as a
        liquidator, or as a liquidator of a specified corporation; or

   (b)  deal with a person in any of the ways mentioned in paragraphs (10)
        (a), (b) and (c), unless the Board has afforded the person an
        opportunity to appear at a hearing before the Board and to make
        submissions and give evidence to the Board in relation to the matter.

(12) Where-

   (a)  the Board conducts a hearing in relation to a person in accordance
        with sub-section (11); and

   (b)  the Board cancels or suspends the registration of the person as an
        auditor, as a liquidator or as a liquidator of a specified
        corporation, or deals with the person in any of the ways mentioned in
        paragraph (10) (a), (b) or (c), the Board may require that person to
        pay an amount specified by the Board, being all or part of-

   (c)  the costs of and incidental to that hearing;

   (d)  the costs of the Commission in relation to that hearing; or

   (e)  the costs mentioned in paragraph (c) and the costs mentioned in
        paragraph (d).

(13) Where-

   (a)  the Board conducts a hearing in relation to a person in accordance
        with sub-section (11); and

   (b)  the Board refuses to make an order cancelling or suspending the
        registration of the person as an auditor, as a liquidator or as a
        liquidator of a specified corporation, as the case requires, and does
        not deal with the person in any of the ways mentioned in paragraphs
        (10) (a), (b) and (c), the Board may require the Commission to pay an
        amount specified by the Board, being all or part of-

   (c)  the costs of and incidental to that hearing;

   (d)  the costs of the person in relation to that hearing; or

   (e)  the costs mentioned in paragraph (c) and the costs mentioned in
        paragraph (d).

(14) The Board may exercise any of its powers under this section in relation
to a person as a result of conduct engaged in by that person whether or not
that conduct constituted or might constitute an offence, and whether or not
any proceedings have been brought or are to be brought in relation to that
conduct.

(15) Where the Board decides to exercise any of its powers under this section
in relation to a person who is registered as an auditor, as a liquidator or as
a liquidator of a specified corporation (other than the power to order the
payment of costs by that person under sub-section (12)), the Board shall, not
later than 14 days after the decision, give to the person a notice in writing
setting out the decision and setting out the findings on material questions of
fact, referring to the evidence or other material on which those findings were
based and giving the reasons for the decision.

(16) A decision of the Commission under sub-section (1) to cancel the
registration of a person as an auditor, as a liquidator, as a liquidator of a
specified corporation or as an official liquidator comes into effect forthwith
upon the making of the decision.

(17) A decision of the Commission under sub-section (2) to cancel the
registration of a person as an official liquidator comes into effect at the
expiration of the day on which notice of the decision is given to the person
in accordance with sub-section (3).

(18) Subject to sub-section (19), a decision of the Board to cancel or suspend
the registration of a person as an auditor, as a liquidator or as a liquidator
of a specified corporation comes into effect at the expiration of the day on
which notice of the decision is given to the person in accordance with
sub-section (15).

(19) The Board may, in its discretion, postpone the coming into effect of a
decision referred to in sub-section (18) to enable the Commission or the
person concerned to appeal against the decision and, where the Board so
postpones the coming into effect of a decision, the decision comes into
effect-

   (a)  where neither the Commission nor the person concerned appeals against
        the decision pursuant to sub-section (26) or (27) within the
        prescribed period-at the expiration of that period;

   (b)  where either the Commission or the person concerned appeals against
        the decision pursuant to sub-section (26) or (27)-

        (i)    if the Commission or the person concerned, as the case may be,
               withdraws the appeal before it is determined by the Court-upon
               the withdrawal of the appeal; or

        (ii)   if the Commission or the person concerned, as the case may be,
               does not so withdraw the appeal and the Court confirms or
               modifies the decision-at a time fixed by the Court; or

   (c)  where the Commission and the person concerned both appeal against the
        decision pursuant to sub-sections (26) and (27)-

        (i)    if both the Commission and the person concerned withdraw the
               appeals before they are determined by the Court-upon the
               withdrawal of the later of the appeals to be withdrawn; or

        (ii)   if either the Commission or the person concerned does not so
               withdraw its or his appeal, or neither the Commission nor the
               person concerned withdraws its or his appeal, and the Court
               confirms or modifies the decision-at a time fixed by the Court.

(20) A person whose registration as an auditor, as a liquidator, as a
liquidator of a specified corporation or as an official liquidator is
suspended shall, except for the purposes of sub-section 23 (2), 24 (3) or 26
(2), (3) or (5), be deemed not to be registered as an auditor, liquidator,
liquidator of that corporation or official liquidator, as the case may be, so
long as the registration is suspended.

(21) The amount of a penalty imposed on a person under sub-section (10) may be
recovered in a court of competent jurisdiction as a debt due to the
Commonwealth.

(22) Where-

   (a)  under sub-section (12), the Board requires a person to pay all or part
        of the costs of and incidental to a hearing conducted by the Board in
        relation to that person (whether or not the Board also requires that
        person to pay all or part of the costs of the Commission in relation
        to that hearing); or

   (b)  under sub-section (13), the Board requires the Commission to pay all
        or part of the costs of and incidental to a hearing conducted by the
        Board on the application of the Commission (whether or not the Board
        also requires the Commission to pay all or part of the costs of the
        person in relation to whom the hearing was conducted), the amount of
        the costs of and incidental to the hearing so required to be paid by
        that person or by the Commission, as the case may be, may be recovered
        in a court of competent jurisdiction as a debt due to the
        Commonwealth.

(23) Where, under sub-section (12), the Board requires a person to pay all or
part of the costs of the Commission in relation to a hearing conducted by the
Board in relation to that person (whether or not the Board also requires that
person to pay all or part of the costs of and incidental to the hearing), the
amount of the costs of the Commission so required to be paid by that person
may be recovered in a court of competent jurisdiction as a debt due to the
Commonwealth.

(24) Where, under sub-section (13), the Board requires the Commission to pay
all or part of the costs of a person in relation to a hearing conducted by the
Board in relation to that person (whether or not the Board also requires the
Commission to pay all or part of the costs of and incidental to the hearing),
the amount of the costs of that person so required to be paid by the
Commission may be recovered in a court of competent jurisdiction as a debt due
to that person.

(25) Evidence of any statement made by a person at a hearing held for the
purposes of this section in relation to that person shall not be admitted in
evidence in criminal proceedings against that person other than proceedings in
respect of the falsity of the statement.

(26) A person (other than the Commission) aggrieved by a decision of the Board
under this section may, within such period as is prescribed, appeal to the
Court, which may confirm, reverse or modify the decision and make such orders
and give such directions in the matter as it thinks fit.

(27) The Commission may, within such period as is prescribed, appeal to the
Court against a decision of the Board under this section, (including a refusal
to make an order under this section) and the Court may confirm, reverse or
modify the decision and make such orders and give such directions in the
matter as it thinks fit.
(28) In this section, ''Board'' means the Companies Auditors and Liquidators
Disciplinary Board.