Filings of corporate insolvency documents with ACRA

148 Final account and dissolution

3. The liquidator must within 7 days after the meeting lodge with the Registrar of Companies and the Official Receiver a return of the holding of the meeting and of its date, with a copy of the account attached to such return.

Description: A new provision requiring the liquidator to convene a final meeting with creditors and lodge the return for compulsory winding up cases with ACRA and Official Receiver

180 Final account and dissolution

7. Despite subsection (6), the Court may, on the application of the liquidator or of any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the Court thinks fit.

8. The person on whose application an order of the Court under this section is made must, within 14 days after the making of the order, lodge with the Registrar of Companies and with the Official Receiver a copy of the order, and if the person fails to do so, the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

Description: Any interested person may apply to the court to defer the date at which the dissolution of the company is to take effect (for voluntary winding up cases)

94 Judicial management by resolution of creditors

5. Upon the appointment of the interim judicial manager under subsection (3), the company must –

   1. within 3 days after the appointment of the interim judicial manager, cause a written notice of the appointment to be lodged in the prescribed form with the Official Receiver and the Registrar of Companies; and

   2. within 7 days after the lodgement of the notice under paragraph (a), cause a notice of the appointment to be published in the Gazette and in an English local daily newspaper.

105 Information to be given by judicial manager

1. Where a company enters judicial management, the judicial manager must —

   1. within 3 days after the company’s entry into judicial management —

      1. in a case where the judicial manager was appointed by the Court under section 91(1), lodge with the Official Receiver and the Registrar of Companies a copy of the judicial management order; or

      2. in a case where the judicial manager was appointed by the creditors of the company under section 94(11)(e), lodge with the Official Receiver and the Registrar of Companies a written notice of the appointment in the prescribed form;

Description: Any interested person may apply to the court to defer the date at which the dissolution of the company is to take effect (for voluntary winding up cases)

209 Early dissolution of company administered by Official Receiver when Official Receiver is liquidator

8. At the expiration of the period of 30 days mentioned in subsection (2), the Official Receiver may lodge with the Registrar of Companies a notice to strike the name of the company off the register, unless –

   1. action is taken in accordance with subsection (6) for the appointment of a liquidator other than the Official Receiver for the purposes of continuing the liquidation; or

   2. an order is made under section 211(4) that the name of the company not be struck off the register and that the company not be dissolved.

210 Early dissolution of company administered by liquidator other than Official Receiver

8. At the expiration of the period of 30 days mentioned in subsection (2), the liquidator may lodge with the Registrar of Companies a notice to strike the name of the company off the register, unless –

   1. action is taken in accordance with subsection (6) for the appointment of a replacement liquidator for the purposes of continuing the liquidation; or

   2. an order is made under section 211(4) that the name of the company not be struck off the register and that the company not be dissolved.

Description: In the event that the company's realisable assets are insufficient to cover the expenses of the winding up and the affairs of the company require no further investigation, the company may be dissolved and struck off the register 30 days after the date of the notice is given to all the creditors

111 End of judicial management

7. Where a judicial manager’s term of office has expired or has been extended by the Court or under subsection (3)(b), the judicial manager must file notice of the expiry or extension of the term with –

   1. the Court (unless the extension was by the Court);

   2. the Registrar of Companies; and

   3. the Official Receiver.

Description: Allows the judicial manager to file the notice of the expiry or extension of the term

208 Power of Court to declare dissolution of company void

2. The person on whose application the order was made must, within 7days after the making of the order or such further time as the Court allows, lodge with the Registrar of Companies and with the Official Receiver a copy of the order

Description: Any interested person may apply to the court to declare dissolution of company void. This is applicable only for entity which is dissolved within 2 years from the date of dissolution

s211 Application for order in early dissolution of company administered by Official Receiver or liquidator

5. Any person on whose application an order is made under this section must, within 7 days after the making of the order, deliver to the Official Receiver (if the Official Receiver is not the applicant), and to the Registrar of Companies for registration, a copy of the order.

Description: Any interested person may apply to the court for an order to be made that the company not be struck off and dissolved under the early Dissolution of Company under s209/s210 of IRDA

s186 Power to stay or terminate winding up

4. where an order is made under this section, the person on whose application the order is made must lodge a copy of the order with the Registrar of Companies and the Official Receiver, respectively, within 14 days after the making of the order.

Description: The court will be specifically empowered under the new provision to terminate a winding up in addition to the staying winding-up proceedings

s94 Judicial management by resolution of creditors

3. A company may appoint an interim judicial manager under this subsection only if all the following conditions are met:

   1. the appointment is authorised by way of a resolution of the members of the company or, where so authorised by the constitution of the company, by a resolution of its board of directors;

   2. the notice period mentioned in subsection (2) has expired;

   3. not more than 21 days have elapsed after the date of the notice mentioned in subsection (2);

   4. each person to whom the notice mentioned in subsection (2) was given has consented in writing to the appointment of the interim judicial manager;

   5. the proposed interim judicial manager has lodged, with the Official Receiver and the Registrar of Companies, a statutory declaration by the proposed interim judicial manager stating that —

      1. the proposed interim judicial manager is not in a position of conflict of interest;

      2. in the view of the proposed interim judicial manager, one or more purposes of judicial management mentioned in section 89(1) can be achieved; and

      3. the proposed interim judicial manager consents to be appointed as interim judicial manager;

   6. the company’s directors have lodged with the Registrar of Companies a statutory declaration stating that —

      1. the company is or is likely to become unable to pay its debts;

      2. the company will summon a meeting of the company’s creditors to be held on a date not later than 30 days after the date of lodgment of the statutory declaration mentioned in paragraph (e); and

      3. the directors believe that one or more of the purposes of judicial management mentioned in section 89(1) is likely to be achieved;

   7. the proposed interim judicial manager is a licensed insolvency practitioner, and is not the auditor of the company.

Description: To prevent abuse of the new out-of-court procedure to place a company in judicial management, there is a requirement for the company's directors and the interim judicial manager has lodge with ACRA a statutory declaration