Commonwealth Consolidated Acts

CORPORATIONS ACT 2001 - SECT 499

             (1)  The company in general meeting must appoint a liquidator for the purpose of winding up the affairs and distributing the property of the company.

             (2)  However, subsection (1) does not apply to the company if section 446A applies in relation to the company.

          (2A)  If section 446A applies in relation to the company because of paragraph 446A(1)(a):

                     (a)  the company's creditors may, at the meeting at which the resolution referred to in that paragraph is passed, appoint a person to be liquidator for the purpose of winding up the affairs and distributing the property of the company; and

                     (b)  if an appointment is not made under paragraph (a) of this subsection before the end of the meeting at which the resolution referred to in paragraph 446A(1)(a) is passed:

                              (i)  the company's creditors are taken to have appointed the administrator of the company to be liquidator for the purpose of winding up the affairs and distributing the property of the company; and

                             (ii)  the appointment under subparagraph (i) of this paragraph takes effect at the end of that meeting.

          (2B)  If section 446A applies in relation to the company because of paragraph 446A(1)(b):

                     (a)  the company's creditors are taken to have appointed the administrator of the company to be liquidator for the purpose of winding up the affairs and distributing the property of the company; and

                     (b)  the appointment takes effect at the time referred to in that paragraph.

          (2C)  If section 446A applies in relation to the company because of paragraph 446A(1)(c):

                     (a)  the company's creditors may, at the meeting at which the resolution referred to in subparagraph 446A(1)(c)(ii) is passed, appoint a person to be liquidator for the purpose of winding up the affairs and distributing the property of the company; and

                     (b)  if an appointment is not made under paragraph (a) of this subsection before the end of the meeting at which the resolution referred to in subparagraph 446A(1)(c)(ii) is passed:

                              (i)  the company's creditors are taken to have appointed the administrator of the deed to be liquidator for the purpose of winding up the affairs and distributing the property of the company; and

                             (ii)  the appointment under subparagraph (i) of this paragraph takes effect at the end of that meeting.

             (3)  The remuneration to be paid to the liquidator may be fixed:

                     (a)  if there is a committee of inspection--by that committee; or

                     (b)  by resolution of the creditors.

          (3A)  If:

                     (a)  no remuneration has been fixed under subsection (3); and

                     (b)  a meeting of the company's creditors is convened; and

                     (c)  a resolution under paragraph (3)(b) cannot be passed because of the lack of a quorum; and

                     (d)  there has been no previous application of this subsection to the remuneration of the liquidator;

the creditors are taken to have passed a resolution under paragraph (3)(b) determining that the liquidator is entitled to remuneration of:

                     (e)  whichever is the greater of the following amounts:

                              (i)  $5,000;

                             (ii)  if an amount is specified in regulations for the purposes of this subparagraph--that amount; or

                      (f)  if the liquidator determines a lesser amount--that lesser amount.

             (4)  On the appointment of a liquidator, the powers of the directors cease except so far as the committee of inspection, or, if there is no such committee, the creditors, approve the continuance of any of those powers.

             (5)  If a liquidator, other than a liquidator appointed by or by the direction of the Court, dies, resigns or otherwise vacates his or her office, the creditors may fill the vacancy and, for the purpose of so doing, a meeting of the creditors may be convened by any 2 of their number.

             (6)  Before remuneration is fixed under subsection (3) by the committee of inspection, the liquidator must:

                     (a)  prepare a report setting out:

                              (i)  such matters as will enable the members of the committee to make an informed assessment as to whether the proposed remuneration is reasonable; and

                             (ii)  a summary description of the major tasks performed, or likely to be performed, by the liquidator; and

                            (iii)  the costs associated with each of those major tasks; and

                     (b)  give a copy of the report to each member of the committee at the same time as the member is notified of the relevant meeting of the committee.

             (7)  Before remuneration is fixed under subsection (3) by resolution of the creditors, the liquidator must:

                     (a)  prepare a report setting out:

                              (i)  such matters as will enable the creditors to make an informed assessment as to whether the proposed remuneration is reasonable; and

                             (ii)  a summary description of the major tasks performed, or likely to be performed, by the liquidator; and

                            (iii)  the costs associated with each of those major tasks; and

                     (b)  give a copy of the report to each of the creditors at the same time as the creditor is notified of the relevant meeting of creditors.