New South Wales Consolidated Acts

AGRICULTURAL INDUSTRY SERVICES ACT 1998 - SECT 21

21 Conduct of winding up

(1) The winding up of a committee’s affairs is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Division 4 of Part 5.5 (Voluntary winding up) and Part 5.6 (Winding up generally) of the Corporations Act 2001 of the Commonwealth (the "Commonwealth Act"), subject to the following modifications to the provisions of Parts 5.5 and 5.6:

(a) the functions of winding up a committee’s affairs may be exercised by a liquidator appointed by the Minister under subsection (2),

(b) a reference in Division 4 of Part 5.5 of the Commonwealth Act to a company is to be read as a reference to a committee,

(c) such other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001 ) as may be prescribed by the regulations.

Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations Act 2001 and Part 3 of the Australian Securities and Investments Commission Act 2001 of the Commonwealth as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions. Section 14 (2) of the Corporations (Ancillary Provisions) Act 2001 ensures that a declaration made for the purposes of Part 3 of that Act only operates to apply a provision of the Corporations legislation to a matter as a law of the State if that provision does not already apply to the matter as a law of the Commonwealth. If a provision referred to in a declaration already applies as a law of the Commonwealth, nothing in the declaration will affect its continued operation as a law of the Commonwealth.

(2) The Minister may appoint a person (whether or not the person is a registered liquidator within the meaning of the Corporations Act 2001 of the Commonwealth) to be a liquidator in relation to the winding up of a committee’s affairs for the purposes of subsection (1).

(2A) The regulations may provide for the Australian Securities and Investments Commission to exercise a function under any provision of the Corporations Act 2001 of the Commonwealth that is the subject of the declaration under subsection (1), but only if:

(a) the Australian Securities and Investments Commission is to exercise that function pursuant to an agreement of the kind referred to in section 11 (8) or (9A) (b) of the Australian Securities and Investments Commission Act 2001 of the Commonwealth, and

(b) the Australian Securities and Investments Commission is authorised to exercise that function under section 11 of the Australian Securities and Investments Commission Act 2001 of the Commonwealth.

(2B) Section 17 of the Corporations (Ancillary Provisions) Act 2001 has effect in relation to a regulation under subsection (2A) as if subsection (1) had expressly made provision for the Australian Securities and Investments Commission to exercise the functions concerned.

(3) A liquidator appointed by the Minister is entitled to such remuneration as the Minister may, with the concurrence of the Treasurer, determine, and any such remuneration may be paid out of the assets of the committee as part of the costs of liquidation.

(4) Any assets of a committee that remain after it has been wound up are to be dealt with as the Governor, on the recommendation of the Minister, may direct.

(5) In making a recommendation referred to in subsection (4):

(a) the Minister must first consider whether it would be fair and practicable for those assets, or any part of them, to be returned to persons who are, or who have recently been, constituents of the committee and, if so, must recommend accordingly, and

(b) in relation to any assets remaining after the provisions of paragraph (a) have been complied with, the Minister must then consider whether there is any other organisation (including a body or organisation that represents the interests of primary producers in a participating jurisdiction under Part 3A) having the same general objects as those of the committee and, if so, must recommend that those remaining assets be transferred to that organisation or, if there is more than one such organisation, to each of those organisations in such proportions as the Minister considers appropriate, and

(c) in relation to any assets remaining after the provisions of paragraphs (a) and (b) have been complied with, the Minister must then consider how best those remaining assets can be dealt with in the public interest and must recommend accordingly.

(6) In considering the matters referred to in subsection (5) (a), (b) and (c), the Minister must consult with the members of the committee.

(7) A member of a committee that is being wound up continues to hold office until the winding up has been completed, and his or her term of office is taken to be extended to the extent necessary for that purpose.

(8) On being satisfied that a committee’s affairs have been fully wound up, the Minister may, by notice published in the Gazette, declare that the committee is dissolved.

(9) The publication of the notice operates to dissolve the committee.