(1) Subject to this section, a liquidator of a company may:
- (a)
- carry on the
business of the company so far as is necessary for the beneficial disposal or
winding up of that business; and
- (b)
- subject to the provisions of section 556, pay any class of creditors
in full; and
- (c)
- make any compromise or arrangement with creditors or persons claiming to
be creditors or having or alleging that they have any claim (present or
future, certain or contingent, ascertained or sounding only in damages)
against the company or whereby the company may be rendered liable; and
- (d)
- compromise any calls, liabilities to calls, debts, liabilities capable of
resulting in debts and any claims (present or future, certain or contingent,
ascertained or sounding only in damages) subsisting or supposed to subsist
between the company and a contributory or other debtor or person apprehending
liability to the company, and all questions in any way relating to or
affecting the property or the winding up of the company, on such terms as are
agreed, and take any security for the discharge of, and give a complete
discharge in respect of, any such call, debt, liability or claim.
(2) Subject to this section, a liquidator of a company may:
- (a)
- bring or
defend any legal proceeding in the name and on behalf of the company; and
- (b)
- appoint a solicitor to assist him or her in his or her duties; and
- (c)
- sell or otherwise dispose of, in any manner, all or any part of the
property of the company; and
- (ca)
- exercise the Court's powers under subsection 483(3) (except paragraph
483(3)(b)) in relation to calls on contributories; and
- (d)
- do all acts and execute in the name and on behalf of the company all
deeds, receipts and other documents and for that purpose use when necessary a
seal of the company; and
- (e)
- subject to the Bankruptcy Act 1966 , prove in the bankruptcy of any
contributory or debtor of the company or under any deed executed under that
Act; and
- (f)
- draw, accept, make and indorse any bill of exchange or promissory note in
the name and on behalf of the company; and
- (g)
- obtain credit, whether on the security of the property of the company or
otherwise; and
- (h)
- take out letters of administration of the estate of a deceased
contributory or debtor, and do any other act necessary for obtaining payment
of any money due from a contributory or debtor, or his or her estate, that
cannot be conveniently done in the name of the company; and
- (k)
- appoint an agent to do any business that the liquidator is unable to do,
or that it is unreasonable to expect the liquidator to do, in person; and
- (m)
- do all such other things as are necessary for winding up the affairs of
the company and distributing its property.
(2A) Except with the approval of the Court, of the committee of inspection or
of a resolution of the creditors, a liquidator of a company must not
compromise a debt to the company if the amount claimed by the company is more
than:
- (a)
- if an amount greater than $20,000 is prescribedthe
prescribed amount; or
- (b)
- otherwise$20,000.
(2B) Except with the approval of the Court, of the committee of inspection or
of a resolution of the creditors, a liquidator of a company must not enter
into an agreement on the company's behalf (for example, but without
limitation, a lease or a charge) if:
- (a)
- without limiting
paragraph (b), the term of the agreement may end; or
- (b)
- obligations of a party to the agreement may, according to the terms of the
agreement, be discharged by performance;
more than 3 months after the agreement is entered into, even if the term may
end, or the obligations may be discharged, within those 3 months.
(3) A liquidator of a company is entitled to inspect at any reasonable time
any books of the company and a person who refuses or fails to allow the
liquidator to inspect such books at such a time is guilty of an offence.
(5) For the purpose of enabling the liquidator to take out letters of
administration or recover money as mentioned in paragraph (2)(h), the
money due is taken to be due to the liquidator.
(6) The exercise by the liquidator of the powers conferred by this section is
subject to the control of the Court, and any creditor or contributory, or
ASIC, may apply to the Court with respect to any exercise or proposed exercise
of any of those powers.
(7) This section does not apply to calls on shares in a no liability company.