Commonwealth Numbered Acts Commonwealth Numbered Acts
1 At the end of Chapter 2F
Add:
Part 2F.4 -- Proceedings against a company by members and others
247E Shareholding does not prevent compensation claim
A person is not prevented from obtaining damages or other compensation from a company only because the person:
(a) holds, or has held, shares in the company; or
(b) has subscribed for shares in the company; or
(c) has a right to be included in the register that the company maintains under section 169.
1A After subsection 411(5)
Insert:
(5A) If the compromise or arrangement:
(a) involves creditors of the Part 5.1 body with subordinate claims (within the meaning of subsection 563A(2)); and
(b) is approved by the Court;
those creditors are also bound by the compromise or arrangement despite the fact that a meeting of those creditors has not been ordered by the Court under subsection (1) or (1A).
2 Section 563A
Repeal the section, substitute:
563A Postponing subordinate claims
(1) The payment of a subordinate claim against a company is to be postponed until all other debts payable by, and claims against, the company are satisfied.
(2) In this section:
"claim" means a claim that is admissible to proof against the company (within the meaning of section 553).
"debt" means a debt that is admissible to proof against the company (within the meaning of section 553).
"subordinate claim" means:
(a) a claim for a debt owed by the company to a person in the person's capacity as a member of the company (whether by way of dividends, profits or otherwise); or
(b) any other claim that arises from buying, holding, selling or otherwise dealing in shares in the company.
2A Subsection 563B(2)
Omit "debts owed to members of the company as members of the company (whether by way of dividends, profits or otherwise)", substitute "subordinate claims (within the meaning of section 563A)".
3 At the end of Division 3 of Part 5.9
Add:
600H Rights if claim against the company postponed
(1) A person whose claim against a company is postponed under section 563A is entitled:
(a) to receive a copy of any notice, report or statement to creditors only if the person asks the administrator or liquidator of the company, in writing, for a copy of the notice, report or statement; and
(b) to vote in their capacity as a creditor of the company, at a meeting ordered under subsection 411(1) or during the external administration of the company, only if the Court so orders.
(2) In this section:
"external administration" includes the following:
(a) voluntary administration;
(b) a compromise or arrangement under part 5.1;
(c) administration under a deed of company arrangement;
(d) winding up by the Court;
(e) voluntary winding up.
4 Application provision--postponed claims
(1) Section 563A of the Corporations Act 2001 , as amended by this Schedule, applies to a claim that arises after this Schedule commences.
(2) Section 600H of the Corporations Act 2001 , as inserted by this Schedule, applies to a claim made against a company if the external administration of the company commences after this Schedule commences.
[ Minister's second reading speech made in--
House of Representatives on 29 September 2010
Senate on 26 November 2010 ]
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