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CORPORATIONS ACT 2001

CHAPTER 5A - DEREGISTRATION, AND TRANSFER OF REGISTRATION, OF COMPANIES  

PART 5A.1 - DEREGISTRATION  

SECTION 601AD  EFFECT OF DEREGISTRATION  

Company ceases to exist

601AD(1)  

A company ceases to exist on deregistration.

Note: Despite the deregistration, officers of the company may still be liable for things done before the company was deregistered.

Trust property vests in the Commonwealth

601AD(1A)  

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On deregistration, all property that the company held on trust immediately before deregistration vests in the Commonwealth. If property is vested in a liquidator on trust immediately before deregistration, that property vests in the Commonwealth. This subsection extends to property situated outside this jurisdiction.

Other company property vests in ASIC

601AD(2)  

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On deregistration, all the company's property (other than any property held by the company on trust) vests in ASIC. If company property is vested in a liquidator (other than any company property vested in a liquidator on trust) immediately before deregistration, that property vests in ASIC. This subsection extends to property situated outside this jurisdiction.

Rights and powers in respect of property

601AD(3)  

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Under subsection (1A) or (2), the Commonwealth or ASIC takes only the same property rights that the company itself held. If the company held particular property subject to a security or other interest or claim, the Commonwealth or ASIC takes the property subject to that interest or claim.

Note: See also subsection 601AE(3) - which deals with liabilities that a law imposes on the property (particularly liabilities such as rates, taxes and other charges).

601AD(3A)  

The Commonwealth has, subject to its obligations as trustee of the trust, all the powers of an owner over property vested in it under subsection (1A).

Note: Section 601AF confers additional powers on the Commonwealth to fulfil outstanding obligations of the deregistered company.

601AD(4)  

ASIC has all the powers of an owner over property vested in it under subsection (2).

Note: Section 601AF confers additional powers on ASIC to fulfil outstanding obligations of the deregistered company.

Company books to be kept by former directors

601AD(5)  

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The directors of the company immediately before deregistration must keep the company's books for 3 years after the deregistration.

601AD(6)  

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Subsection (5) does not apply to books that a liquidator has to keep under subsection 542(2), or subsection 70-35(1) of Schedule 2 (retention and return or destruction of books).

Note: A defendant bears an evidential burden in relation to the matter in subsection (6), see subsection 13.3(3) of the Criminal Code.

[CCH Note: Regulation 10.25.02(3)(i) (which was effective 1 March 2017) provides that the amendments made by No 11 of 2016, s 3, Sch 2[206] apply in relation to external administrations on and after 1 September 2017.]

Strict liability offences

601AD(7)  

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An offence based on subsection (5) is an offence of strict liability.

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


 



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