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CORPORATIONS ACT 2001

CHAPTER 5B - BODIES CORPORATE REGISTERED AS COMPANIES, AND REGISTRABLE BODIES  

PART 5B.2 - REGISTRABLE BODIES  

Division 2 - Foreign companies  

SECTION 601CL  CESSATION OF BUSINESS ETC.  

601CL(1)  [Lodgment of written notice]  


Within 7 days after ceasing to carry on business in this jurisdiction, a registered foreign company must lodge written notice that it has so ceased.

601CL(2)  [Removal of name from register]  


Where ASIC receives notice from a local agent of a registered foreign company that the foreign company has been dissolved or deregistered, ASIC must remove the foreign company's name from the register.

601CL(3)  [Letter to company]  


Where ASIC has reasonable cause to believe that a registered foreign company does not carry on business in this jurisdiction, ASIC may send to the foreign company in the prescribed manner a letter to that effect and stating that, if no answer showing cause to the contrary is received within one month from the date of the letter, a notice will be published in the Gazette with a view to striking the foreign company's name off the register.

601CL(4)  [Notice that name will be struck off]  


Unless ASIC receives, within one month after the date of the letter, an answer to the effect that the foreign company is still carrying on business in this jurisdiction, it may publish in the Gazette, and send to the foreign company in the prescribed manner, a notice that, at the end of 3 months after the date of the notice, the foreign company's name will, unless cause to the contrary is shown, be struck off the register.

601CL(5)  [Striking off]  


At the end of the period specified in a notice sent under subsection (4), ASIC may, unless cause to the contrary has been shown, strike the foreign company's name off the register and must publish in the Gazette notice of the striking off.

601CL(6)  [Power to wind up company]  


Nothing in subsection (5) affects the power of the Court to wind up a foreign company whose name has been struck off the register.

601CL(7)  [Effect of striking off]  


Where a foreign company's name is struck off the register under subsection (5), the foreign company ceases to be registered under this Division.

601CL(8)  [Restoration of name]  


If ASIC is satisfied that a foreign company's name was struck off the register as a result of an error on ASIC's part, ASIC may restore the foreign company's name to the register, and thereupon the foreign company's name is taken never to have been struck off and the foreign company is taken never to have ceased to be registered under this Division.

601CL(9)  [Application for restoration]  


A person who is aggrieved by a foreign company's name having been struck off the register may, within 15 years after the striking off, apply to the Court for the foreign company's name to be restored to the register.

601CL(10)  [Possible orders]  


If, on an application under subsection (9), the Court is satisfied that:


(a) at the time of the striking off, the foreign company was carrying on business in this jurisdiction; or


(b) it is otherwise just for the foreign company's name to be restored to the register;

the Court may, by order:


(c) direct the foreign company's name to be restored to the register; and


(d) give such directions, and make such provision, as it thinks just for placing the foreign company and all other persons in the same position, as nearly as practicable, as if the foreign company's name had never been struck off.

601CL(11)  [Effect of lodging copy of order]  


On the lodging of an office copy of an order under subsection (10), the foreign company's name is taken never to have been struck off.

601CL(12)  [Publication of notice of restoration]  


Where a foreign company's name is restored to the register under subsection (8) or (10), ASIC must cause notice of that fact to be published in the Gazette.

601CL(13)  [Continuation of obligation to lodge documents]  


Where a foreign company ceases to be registered under this Division, an obligation to lodge a document that this Act imposes on the foreign company by virtue of the doing of an act or thing, or the occurrence of an event, at or before the time when the foreign company so ceased, being an obligation not discharged at or before that time, continues to apply in relation to the foreign company even if the period prescribed for lodging the document has not ended at or before that time.

601CL(14)  [Appointment of liquidator, etc]  


Where a registered foreign company commences to be wound up, or is dissolved or deregistered, in its place of origin:


(a) each person who, on the day when the winding up proceedings began, was a local agent of the foreign company must, within the period of 1 month after that day or within that period as extended by ASIC in special circumstances, lodge or cause to be lodged notice of that fact and, when a liquidator is appointed, notice of the appointment; and


(b) the Court must, on application by the person who is the liquidator for the foreign company's place of origin, or by ASIC, appoint a liquidator of the foreign company.

601CL(15)  [Duties of liquidator]  


A liquidator of a registered foreign company who is appointed by the Court:


(a) must, before any distribution of the foreign company's property is made, by advertisement in a daily newspaper circulating generally in each State or Territory where the foreign company carried on business at any time during the 6 years before the liquidation, invite all creditors to make their claims against the foreign company within a reasonable time before the distribution; and


(b) must not, without obtaining an order of the Court, pay out a creditor of the foreign company to the exclusion of another creditor of the foreign company; and


(c) must, unless the Court otherwise orders, recover and realise the property of the foreign company in this jurisdiction and must pay the net amount so recovered and realised to the liquidator of the foreign company for its place of origin.

601CL(16)  [Application for directions]  


Where a registered foreign company has been wound up so far as its property in this jurisdiction is concerned and there is no liquidator for its place of origin, the liquidator may apply to the Court for directions about the disposal of the net amount recovered under subsection (15).

 



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