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CORPORATIONS ACT 2001

CHAPTER 2B - BASIC FEATURES OF A COMPANY  

PART 2B.6 - NAMES  

Division 2 - Changing a company's name  

SECTION 161A  COMPANY UNDER EXTERNAL ADMINISTRATION - FORMER NAME TO BE USED ON DOCUMENTS  

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161A(1)  

This section applies to a company if:


(a) any of the following conditions is satisfied:


(i) the company is being wound up;

(ii) the company is under administration;

(iii) the company has executed a deed of company arrangement that has not yet terminated;

(iv) there is a managing controller of property of the company;

(v) there is a receiver of property of the company; and


(b) any of the following conditions is satisfied:


(i) a change of the company's name takes effect;

(ii) in the case of a company that is being wound up - a change of the company's name took effect during the 6-month period ending immediately before the relevant date;

(iii) in the case of a company under administration - a change of the company's name took effect during the 6-month period ending immediately before the administration began;

(iv) in the case of a company that has executed a deed of company arrangement - a change of the company's name took effect during the 6-month period ending immediately before the beginning of the administration that ended when the deed was executed;

(v) in the case of a company where there is a managing controller - a change in the company's name took effect during the 6-month period ending immediately before the appointment of the managing controller;

(vi) in the case of a company where there is a receiver - a change in the company's name took effect during the 6-month period ending immediately before the appointment of the receiver.

161A(2)  

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If subparagraph (1)(b)(i) applies, the company must set out its former name on all its public documents and negotiable instruments.

161A(3)  

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If subparagraph (1)(b)(ii), (iii), (iv), (v) or (vi) applies, then, except with the leave of the Court, the company must set out its former name on all its public documents and negotiable instruments.

161A(4)  

An offence based on subsection (2) or (3) is an offence of strict liability.

Note: For strict liability, see section 6.1 of the Criminal Code.

161A(5)  

The regulations may exempt a specified company, or a class of companies, from the requirement in subsection (2) or (3). The exemption may relate to specified documents or instruments, or a specified class of documents or instruments.

161A(6)  

The Court may only grant leave under subsection (3) on the application of:


(a) if subparagraph (1)(b)(ii) applies - the liquidator of the company; or


(b) if subparagraph (1)(b)(iii) applies - the administrator of the company; or


(c) if subparagraph (1)(b)(iv) applies - the administrator of the deed of company arrangement; or


(d) if subparagraph (1)(b)(v) applies - the managing controller; or


(e) if subparagraph (1)(b)(vi) applies - the receiver.

161A(6A)  

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As soon as practicable after applying for leave under subsection (3), the applicant must lodge with ASIC a notice stating that the application has been made. The notice must be in the prescribed form.

161A(7)  

The Court may only grant leave under subsection (3) if it is satisfied that the granting of leave will not result in any significant risk to the interests of the company's creditors (including contingent or prospective creditors) as a whole.


 



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