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CORPORATIONS ACT 2001 - SECT 589

Interpretation and application

             (1)  Sections 590 to 593 (inclusive) apply to a company:

                     (a)  that has been wound up or is in the course of being wound up; or

                     (b)  that has been in the course of being wound up, where the winding up has been stayed or terminated by an order under section 482; or

                   (ba)  of which a provisional liquidator has been appointed; or

                     (c)  that is or has been under administration; or

                    (ca)  that has executed a deed of company arrangement, even if the deed has since terminated; or

                     (d)  affairs of which are or have been under investigation; or

                     (e)  in respect of property of which a receiver, or a receiver and manager, has at any time been appointed, whether by the Court or under a power contained in an instrument, whether or not the appointment has been terminated; or

                      (f)  that has ceased to carry on business or is unable to pay its debts; or

                     (g)  that has entered into a compromise or arrangement with its creditors.

             (2)  For the purposes of this Part, affairs of a company are or have been under investigation if, and only if:

                     (a)  ASIC is investigating, or has at any time investigated, under Division 1 of Part 3 of the ASIC Act:

                              (i)  matters being, or connected with, affairs of the company; or

                             (ii)  matters including such matters; or

                     (b)  affairs of the company have at any time been under investigation under:

                              (i)  Part VII of the Companies Act 1981 ; or

                             (ii)  the provisions of a previous law of a State or Territory that correspond to that Part.

             (3)  For the purposes of this Part, a company is taken to have ceased to carry on business only if:

                     (a)  ASIC has published in the prescribed manner a notice of the proposed deregistration of the company under subsection 601AA(4) or 601AB(3); and

                     (b)  if the notice was published under subsection 601AA(4) or under subsection 601AB(3) because of a decision under subsection 601AB(1)--2 months have passed since the notice was published and ASIC has not been informed that the company is carrying on business.

             (4)  For the purposes of this Part, a company is taken to be unable to pay its debts if, and only if, execution or other process issued on a judgment, decree or order of a court (whether or not an Australian court) in favour of a creditor of the company is returned unsatisfied in whole or in part.

             (5)  In this Part:

"appropriate officer" means:

                     (a)  in relation to a company that has been, has been being or is being wound up--the liquidator; and

                    (aa)  in relation to a company of which a provisional liquidator has been appointed--the provisional liquidator; and

                     (b)  in relation to a company that is or has been under administration--the administrator; and

                   (ba)  in relation to a company that has executed a deed of company arrangement--the deed's administrator; and

                     (c)  in relation to a company affairs of which are or have been under investigation--ASIC or the NCSC, as the case requires; and

                     (d)  in relation to a company in respect of property of which a receiver, or a receiver and manager, has been appointed--the receiver or the receiver and manager; and

                     (e)  in relation to a company that has ceased to carry on business or is unable to pay its debts--ASIC or the NCSC, as the case requires; and

                      (f)  in relation to a company that has entered into a compromise or arrangement with its creditors--the person appointed by the Court to administer the compromise or arrangement.

"property" of a company includes any PPSA retention of title property of the company.

Note:          See sections 9 (definition of property ) and 51F (PPSA retention of title property).

"relevant day" means the day on which:

                     (a)  in relation to a company that has been wound up, has been in the course of being wound up, or is being wound up:

                              (i)  if, because of Division 1A of Part 5.6, the winding up is taken to have begun on the day when an order that the company be wound up was made--the application for the order was filed; or

                             (ii)  otherwise--the winding up is taken because of Division 1A of Part 5.6 to have begun;

                    (aa)  in relation to a company of which a provisional liquidator has been appointed--the provisional liquidator was appointed;

                     (b)  in relation to a company that is or has been under administration--the administration began;

                   (ba)  in relation to a company that has executed a deed of company arrangement--the deed was executed;

                     (c)  in relation to a company affairs of which are or have been under investigation:

                              (i)  if paragraph (2)(a) applies--the investigation began; or

                             (ii)  if paragraph (2)(b) applies--a direction was given to the NCSC to arrange for the investigation;

                     (d)  in relation to a company in respect of property of which a receiver, or a receiver and manager, has been appointed--the receiver, or the receiver and manager, was appointed;

                     (e)  in relation to a company that is unable to pay its debts--the execution or other process was returned unsatisfied in whole or in part;

                      (f)  in relation to a company that has ceased to carry on business--a notice was first published in relation to the company under subsection 601AA(4) or 601AB(3);

                     (g)  in relation to a company that has entered into a compromise or arrangement with its creditors--the compromise or arrangement was approved by the Court.

             (6)  This Part applies in relation to a company that was first incorporated other than under this Act:

                     (a)  as if, in this Part (other than section 595) as so applying:

                              (i)  a reference to the company included a reference to the company as it existed at a time before its registration day (including a time before the commencement of this Act); and

                            (iii)  a reference, in relation to a provision of this Act, to ASIC included a reference to the NCSC (if relevant); and

                     (b)  with such other modifications as the circumstances require.



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