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CORPORATIONS ACT 2001

CHAPTER 5 - EXTERNAL ADMINISTRATION  

PART 5.3A - ADMINISTRATION OF A COMPANY'S AFFAIRS WITH A VIEW TO EXECUTING A DEED OF COMPANY ARRANGEMENT  

Division 3 - Administrator assumes control of company's affairs  

SECTION 437F  EFFECT OF ADMINISTRATION ON COMPANY'S MEMBERS  

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437F(1)  Transfer of shares.   


A transfer of shares in a company that is made during the administration of the company is void except if:


(a) both:


(i) the administrator gives written consent to the transfer; and

(ii) that consent is unconditional; or


(b) all of the following subparagraphs apply:


(i) the administrator gives written consent to the transfer;

(ii) that consent is subject to one or more specified conditions;

(iii) those conditions have been satisfied; or


(c) the Court makes an order under subsection (4) authorising the transfer.

437F(2)  [ Condition for consent]  


The administrator may only give consent under paragraph (1)(a) or (b) if he or she is satisfied that the transfer is in the best interests of the company ' s creditors as a whole.

437F(3)  [ Who may apply to Court to authorise transfer]  


If the administrator refuses to give consent under paragraph (1)(a) or (b) to a transfer of shares in the company:


(a) the prospective transferor; or


(b) the prospective transferee; or


(c) a creditor of the company;

may apply to the Court for an order authorising the transfer.

437F(4)  [ Court may authorise]   


If the Court is satisfied, on an application under subsection (3), that the transfer is in the best interests of the company ' s creditors as a whole, the Court may, by order, authorise the transfer.

437F(5)  [ Who may apply to Court to set aside conditions]  


If the administrator gives consent under paragraph (1)(b) to a transfer of shares in the company:


(a) the prospective transferor; or


(b) the prospective transferee; or


(c) a creditor of the company;

may apply to the Court for an order setting aside any or all of the conditions to which the consent is subject.

437F(6)  [ Court may set aside conditions]  


If the Court is satisfied, on an application under subsection (5), that any or all of the conditions covered by the application are not in the best interests of the company ' s creditors as a whole, the Court may, by order, set aside any or all of the conditions.

437F(7)  [ Administrator entitled to be heard]  


The administrator is entitled to be heard in a proceeding before the Court in relation to an application under subsection (3) or (5).

437F(8)  Alteration in the status of members.   


An alteration in the status of members of a company that is made during the administration of the company is void except if:


(a) both:


(i) the administrator gives written consent to the alteration; and

(ii) that consent is unconditional; or


(b) all of the following subparagraphs apply:


(i) the administrator gives written consent to the alteration;

(ii) that consent is subject to one or more specified conditions;

(iii) those conditions have been satisfied; or


(c) the Court makes an order under subsection (12) authorising the alteration.

437F(9)  [ Condition for consent]  


The administrator may only give consent under paragraph (8)(a) or (b) if he or she is satisfied that the alteration is in the best interests of the company ' s creditors as a whole.

437F(10)  [ Condition for refusing consent]  


The administrator must refuse to give consent under paragraph (8)(a) or (b) if the alteration would contravene Part 2F.2 .

437F(11)  [ Who may apply to Court for alteration]  


If the administrator refuses to give consent under paragraph (8)(a) or (b) to an alteration in the status of members of a company:


(a) a member of the company; or


(b) a creditor of the company;

may apply to the Court for an order authorising the alteration.

437F(12)  [ Court may authorise alteration]  


If the Court is satisfied, on an application under subsection (11), that:


(a) the alteration is in the best interests of the company ' s creditors as a whole; and


(b) the alteration does not contravene Part 2F.2 ;

the Court may, by order, authorise the alteration.

437F(13)  [ Who may apply to Court to set aside conditions of alteration]  


If the administrator gives consent under paragraph (8)(b) to an alteration in the status of members of a company:


(a) a member of the company; or


(b) a creditor of the company;

may apply to the Court for an order setting aside any or all of the conditions to which the consent is subject.

437F(14)  [ Court may set aside conditions of alteration]  


If the Court is satisfied, on an application under subsection (13), that any or all of the conditions covered by the application are not in the best interests of the company ' s creditors as a whole, the Court may, by order, set aside any or all of the conditions.

437F(15)  [ Administrator entitled to be heard in relation to alteration hearing]  


The administrator is entitled to be heard in a proceeding before the Court in relation to an application under subsection (11) or (13).


 



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