Commonwealth Coat of Arms of Australia

Statutory Rules 1990 No. 4581

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Rules of the Supreme Court of the Australian Capital Territory2 (Amendment)

We, Judges appointed under subsection 7 (1) of the Australian Capital Territory Supreme Court Act 1933, hereby make the following Rules of Court under section 28 of that Act.

Dated 17 December 1990.

JEFFREY MILES

Chief Justice

T. J. HIGGINS

Judge

A. G. TOWILL

Registrar

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1. Commencement

1.1 These Rules commence on 1 January 1991.

2. Amendment

2.1 The Rules of the Supreme Court of the Australian Capital Territory are amended as set out in these Rules.

3. Order 1, rule 4 (Interpretation)

3.1 Insert the following definitions:

“‘ASC Law’ has the same meaning as in Order 75b;”.

‘Corporations Law’ has the same meaning as in Order 75b;”.

4. Order 2, (COMMENCEMENT OF CIVIL PROCEEDINGS)

4.1 Add at the end:

Application of Order

“2. This Order does not apply to the commencement of proceedings under the ASC Law or the Corporations Law.”.

5. New Order 2a

5.1 After Order 2 insert:

“ORDER 2a—COMMENCEMENT OF CORPORATIONS PROCEEDINGS

Commencement by application—Form 5

“1. (1) Subject to these Rules, all proceedings in the Court’s original jurisdiction under the ASC Law or the Corporations Law must be commenced by filing an application in, or substantially in, Form 5 in Schedule 12.

“(2) An application under this Order must specify the section or sections of the ASC Law or the Corporations Law under which the proceedings are brought.

Parties

“2. (1) A party claiming relief must be called an applicant.

“(2) A party against whom relief is claimed must be called a respondent.

Relief claimed

“3. (1) The application must state specifically the relief claimed by the applicant.

“(2) Where the claim for relief includes a claim for the determination or direction of the Court on any question, the application must state the question.

“(3) Costs need not be specifically claimed.

“(4) Exemplary damages must be specifically claimed.

Name, address etc.

“4. (1) An application must contain:

(a) the name and address of the applicant; and

(b) where a party sues in a representative capacity—a statement of that fact; and

(d) where the applicant sues by solicitor and that solicitor has another solicitor as agent for him or her in the proceeding— the name, address and telephone number of the agent; and

(e) an address for service.

“(2) Where it appears from an application that the applicant sues by a solicitor:

(a) the solicitor must, on request in writing by a respondent, declare in writing whether the application was filed by him or her; and

(b) if the solicitor declares in writing that the application was not filed by him or her—the Court may, on application by a respondent, stay the proceeding.

Notice to appear

“5. Where there is a respondent, an application must bear a note that:

(a) if there is no attendance before the Court by the respondent or his or her counsel or solicitor at the time and place stated in the application, the proceeding may be heard and the respondent will be liable to suffer judgment or an order against him or her; and

(b) before any appearance at that time the respondent must enter an appearance in the Registrar’s office.

Affidavit

“6. (1) The applicant must file and serve with the application an affidavit.

“(2) The affidavit must show:

(a) the nature of the applicant’s claim; and

(b) the material facts on which it is based.

Filing and copies

“7. (1) On an application and affidavit being filed, the Registrar on the applicant’s request must sign and seal with the seal of the Court a sufficient number of copies of the application for service and proof of service.

“(2) The serial number of the proceeding must be endorsed on each document.

Date for directions hearing

“8. Subject to rule 9, an application must state a date for a directions hearing.

Claim for interlocutory relief

“9. (1) Where by his or her application, an applicant seeks interlocutory relief, the applicant must make a distinct claim for that relief.

“(2) A date for the hearing of the claim for interlocutory relief must be endorsed on the application.

“(3) Where a date for hearing is endorsed on the application under subrule (2), a separate date for a directions hearing must not also be endorsed on the application.

“(4) At the hearing of the claim for interlocutory relief the Court may give such directions as it thinks fit as on a directions hearing.

Endorsement of date

“10. (1) The date for a hearing under rule 8 or 9 to be endorsed on the application must be obtained from the Registrar’s office.

“(2) Where the Court has made an order abridging time, the application must bear a note of the order made.

Time for service

“11. An application and affidavit must, unless the Court otherwise orders, be served on the respondent in accordance with Order 10, not less than 5 days before the date appointed for hearing under rule 8 or 9.

Alteration of date

“12. (1) Where a date for hearing has been obtained or made, the Court or the Registrar may alter the date to a later date and may authorise the solicitor for a party to make corresponding alterations in any copy for service of any application or note.

“(2) The Registrar may give authority by telephone or by such other means as the Registrar thinks fit.

Alteration where service out of time

“13. (1) Where an application and affidavit have been served on the respondent named in the application less than 5 days before the date for hearing endorsed on the application under rule 8 or 9, the Court or the Registrar may alter the date to a later date and may authorise the solicitor for a party to give notice to that respondent of that altered date by posting an altered copy of the application by registered post to the usual or last known place of business or abode of

the respondent or to the place at which the application was served if appropriate.

“(2) The Registrar may give authority by telephone or by such other means as the Registrar thinks fit.

Suit in person

“14. (1) Subject to subrule (2) and to Order 19, rules 16 to 21 (inclusive), any person may proceed in the Court by solicitor or in person.

“(2) Except as provided by or under any Act, a corporation may not, without the leave of the Court, commence or carry on any proceeding otherwise than by a solicitor.”.

6. Order 3, rule 1 (Actions to be commenced by writ)

6.1 Subrule 1 (1):

Omit “in the last preceding Order”, substitute “in Orders 2 and 2a”.

7. Order 10, rule 6 (Service on corporation)

7.1 Subrule 6 (1):

After “Order 75”, insert “or Order 75b”.

7.2 Subrule 6 (1):

After paragraph 6 (1) (a), insert:

“(ab) by leaving a copy of the document with some person apparently an officer of or in the service of the corporation and apparently of or above the age of 16 years:

(i) at the registered office of the corporation; or

(ii) if there is no registered office, at the principal place of business or the principal office of the corporation; and”.

7.3 Add at the end:

“(3) In spite of subrule (1), for the purposes of Order 75b, personal service may be effected:

(a) on a company, as defined in section 9 of the Corporations Act 1989 of the Commonwealth or corresponding legislation of a State or Territory (“the Corporations Law”), in any manner permitted by section 220 of the Corporations Law; and

(b) on the liquidator of a company, in the manner permitted by subsection 220 (5) of the Corporations Law; and

“(4) For the purposes of Order 75b, a document served by sending it by pre-paid post addressed to:

(a) a company at the registered office of the company; or

(b) a liquidator at the last address of the office of the liquidator notice of which has been lodged; or

is taken to be served on the seventh day after posting.”.

8. Order 42 (ENTRY OF JUDGMENT)

8.1 Add at the end:

Copies

“14. (1) The Registrar shall, on the request of a party, furnish that party with a certified or office copy of the order entered in the proceeding.

“(2) The Registrar may, on payment of the prescribed fee, furnish to any person appearing to have a sufficient interest in the order entered in any proceeding a certified or office copy of the order.”.

9. Order 52, rule 20 (Receiver to pass accounts)

9.1 Omit “5 per cent”, substitute “10%”.

10. Order 61 (Officers)

10.1 After Order 61, rule 3 insert:

Jurisdiction to be exercised by Judge

“3a. Where the jurisdiction of the Court is to be, or is being, exercised in a particular case by the Registrar, a Judge may:

(a) on the application of a party to the proceedings; and

(b) at any time before the conclusion of the proceedings before the Registrar;

order that the jurisdiction of the Court in the case be exercised by the Court constituted by a Judge.”.

11. New Order 75b

11.1 After Order 75a, insert:

“ORDER 75b

CORPORATIONS LAW AND AUSTRALIAN SECURITIES COMMISSION LAW

“Division 1—Preliminary

Citation

“1. This Order may be cited as the Corporations Rules.

Interpretation

“2. (1) In this Order, unless the contrary intention appears:

‘ASC Law’ has the meaning provided for by section ID of the Australian Securities Commission Act 1989;

‘Australian Company Number’ means the registration number allotted to a company under Part 2.2 of the Corporations Law, Part 4.1 of the Corporations Law or a law corresponding to those Parts;

‘body corporate’ has the same meaning as in section 9;

‘Commission’ means the Australian Securities Commission;

‘company’ has the same meaning as in section 9;

‘contributory’ has the same meaning as in section 9;

‘corporation’ has the same meaning as in section 9;

‘Corporations Law’ has the meaning provided for by section 14 of the Corporations Act 1989

‘Corporations Regulations’ has the meaning provided for by section 14 of the Corporations Act 1989;

‘Gazette’ means the Commonwealth of Australia Gazette;

‘liquidator’ includes a provisional liquidator;

‘office copy’ means a copy of an order made by the Court and furnished by the Registrar under Order 42, rule 14;

‘officer’, in relation to a body corporate, has the same meaning as in section 9;

‘official liquidator’ has the same meaning as in section 9;

‘prescribed information’ means, in relation to a company:

(a) a statement of:

(i) the statute under which the company was incorporated; and

(ii) the date of the company’s incorporation; and

(iii) the general nature of any business carried on or previously carried on by the company at any relevant time; and

(b) unless the company to which the proceedings relate is the applicant, a statement of the capacity in which the applicant makes the application; and

(i) a statement of the address of the company’s registered office as disclosed in the most recent of:

(A) a notice of address in respect of the company under subsection 218 (1) or 359 (1) of the Corporations Law or a provision of a previous law of a State or Territory that corresponds to those subsections; or

(B) a notice of change of address in respect of the

company under subsection 218 (3) or 359 (3) of the Corporations Law or a provision of a previous law of a State or Territory that corresponds to those subsections;

lodged with the Commission, the National Companies & Securities Commission or a delegate of the National Companies & Securities Commission, as determined by a search made not earlier than 3 days before the application was filed; and

(ii) a statement of the date on which the relevant notice of address or notice of change of address was lodged; and

(iii) if an annual return of the company under subsection 335 (1) of the Corporations Law or a provision of a previous law of a State or Territory that corresponds to that subsection:

(A) has a more recent date than the most recent notice of address or notice of change of address lodged by the Company; and

(B) states an address for the registered office of the Company which differs from the address shown in the most recent notice of address or notice of change of address;

a statement of that other address and of the date of that annual return;

‘prescribed newspaper’ means:

(a) where the proceedings relating to a body corporate and the prescribed office of that body corporate is within 100 kilometres of the Registrar’s office in the proper place of the proceedings, a daily newspaper circulating generally in the proper place of the proceedings; or

(b) where the proceedings relate to a body corporate which does not have a prescribed office, and if the principal place of business or the last known principal place of business of the body corporate is or was within 100 kilometres of the Registrar’s office in the proper place of the proceedings, a daily newspaper circulating generally in the proper place of the proceedings; or

(i) if the body corporate has a prescribed office, a newspaper circulating generally in the district in which the prescribed office of the body corporate is situated; or

(ii) if the body corporate does not have a prescribed office, a newspaper circulating generally in the district in which the principal place of business or the last known principal place of business of the body corporate is or was situated;

‘prescribed office’ means:

(a) where a body corporate is a company, its registered office for the purposes of section 217; or

(b) where a body corporate is registered under Division 1 or Division 2 of Part 4.1 of the Corporations Law, its registered office for the purposes of section 359.

“(2) In this Order, unless the contrary intention appears:

(a) a reference to a section, subsection or paragraph in this Order is a reference to a section, subsection or paragraph of the Corporations Law; and

(b) a reference to a form by number is a reference to the form in the Schedule 12 which has that number.

“(3) In this Order, unless the contrary intention appears, a word or phrase defined for the purposes of the Corporations Law has the same meaning as in the Corporations Law.

Application of this Order and other Orders to proceedings under the Corporations Law and under the ASC Law

“3. (1) This Order applies to all proceedings arising under the Corporations Law or under the ASC Law, whether or not expressly referred to in this Order.

“(2) Subject to this Order and to any law of the Commonwealth, the provisions of the other Orders of these Rules apply, so far as is practicable, to proceedings arising under the Corporations Law or under the ASC Law.

Form of Documents

“4. (1) Subject to subrule (2), all documents (including an application under rule 5 or rule 6), filed in proceedings arising under the Corporations Law or under the ASC Law, whether or not expressly referred to in this Order, must be headed as in Form 75.

“(2) Except in the case of:

(a) an originating process; or

(b) a document to be served on a person not a party to a proceeding; or

a document may bear a heading in Form 76 abbreviating the title of the proceeding in a manner sufficient to identify the proceeding.

“(3) All documents (including an application under rule 5 or rule 6), filed in proceedings arising under the Corporations Law or under the ASC Law must specify the name and (if applicable) the Australian Company Number of the corporation which is the subject of the proceedings.

“(4) The words ‘(in liquidation)’, ‘(receiver appointed)’, ‘(receiver and manager appointed)’ or ‘(under official management)’ must be added to the name of a corporation where applicable.

Commencement of Proceedings

“5. (1) All proceedings (other than proceedings within the scope of rule 6) in the Court’s original jurisdiction arising under the Corporations Law or under the ASC Law, whether or not expressly referred to in this Order, must be commenced by filing an application in or substantially in Form 5.

“(2) An application under this rule must specify the section or sections of the Corporations Law or ASC Law under which the proceedings are brought.

Commencement of proceedings by a person aggrieved—sections 350, 574, 777, 1082, 1140 and 1323

“6. (1) This rule applies to an application for:

(a) an order that the name of a foreign company be restored to the register under section 350; and

(b) an order for the reinstatement of the registration of a company under section 574; and

(c) an order giving directions concerning compliance with the business rules or listing rules of a securities exchange under section 777, if that application is made by a person who claims to be aggrieved by the non-compliance; and

(d) an order under subsection 1082 (2) relating to orders made or directions given where a person was convicted of an offence in respect of an invitation or offer in contravention of Division 6 of Part 7.12 of the Corporations Law; and

(e) an order giving directions concerning compliance with the business rules of a futures exchange, of a clearing house for a futures exchange or of a futures association under section 1140, if that application is made by a person who claims to be aggrieved by the non-compliance; and

(f) an order prohibiting the payment or transfer of money, securities, futures contracts or other properties or any other order under section 1323, if that application is made by a person claiming to be a person aggrieved.

“(2) An application under this rule must:

(a) be commenced by filing an application in or substantially in Form 77, together with an affidavit in support of the application; and

(b) specify the section or sections of the Corporations Law or ASC Law under which the proceedings are brought.

“(3) As soon as practicable after filing an application under this rule, and in any event not later than 14 days after the date of filing the application, the applicant must serve the application and the affidavit in support of the application upon:

(a) the other parties to the proceedings; and

(b) the company to which the proceedings relate, if it is not a party to the proceedings.

“(4) If another party to the proceedings objects to the competency of the application, it must file and serve a notice of objection to competency, stating briefly the grounds of its objection, within 14 days of service of the application upon it.

“(5) In addition to the powers of the Court under Order 33 and this Order, the Court may give directions in relation to an application under this rule:

(a) that a party give notice of the application to such persons or classes of persons in such a manner as the Court directs; and

(b) where a notice of objection of competency has been filed by a party to the proceedings, that the objection be determined before the application to which the objection relates is determined.

Powers of Registrars

“7. (1) The Registrar may exercise the jurisdiction of the Court:

(a) under a provision specified in column 2 or 3 of an item in Schedule 13; or

(b) under subsection 79 (4) of the ASC Law.

“(2) Where a form specified or referred to in a rule is to be used in a proceeding before a Registrar, the form may be altered in such manner as the circumstances require to make the form applicable to that proceeding.

“(3) An application for the review of a decision, direction or act of a Registrar made, given or done under this Order, must be made within 14 days after the decision, direction or act complained of, or within such further time as the Court allows.

“(4) For the purposes of review of a Registrar’s decision under this rule, the Court is to be constituted by a single judge.

“(5) A decision or direction of a Registrar made in Chambers may be reviewed by a Judge sitting in Chambers and any other decision or direction of a Registrar may be reviewed by a Judge sitting in Court, subject to any contrary direction by the Court or a Judge.

Reference of Application to the Court

“8. (1) If a Registrar or a party to the application made to a Registrar under this Order seeks to have that application determined by the Court, the Registrar must refer the application for hearing and determination by the Court.

“(2) If an application is referred to the Court under subrule (1), each party must comply with any directions given by the Registrar as to notification to any other party to the application of the date, time and place at which the application will be heard by the Court.

Power to direct that notice be given

“9. Without limiting any other power of the Court, at any stage of a proceeding under the Corporations Law the Court may:

(a) direct that notice of any matter be given to any person; and

(b) direct that a document be served on any person; and

Leave to creditor, contributory or officer to be heard

“10. (1) The Court may grant leave to any person who is or claims to be:

(a) a creditor, contributory or officer of a body corporate; or

(b) an officer of a creditor of a body corporate; or

to be heard in proceedings under the Corporations Law without becoming a party to those proceedings.

“(2) Leave may be granted under subrule (1) on conditions, and may be revoked by the Court at any time.

“(3) If the Court considers that the attendance of a person to whom leave has been granted under subrule (1) has resulted in additional costs for any party to the proceedings (including the body corporate to which the proceedings relate) which should be borne by the person to whom leave was granted, the Court may direct that those costs be paid by that person and may order that that person is not entitled to be heard in the proceedings until those costs are paid or secured to the Court’s satisfaction.

“(4) The Court may order that a person who is or claims to be a creditor, contributory or officer of the body corporate be added as a respondent in proceedings under the Corporations Law, and may impose conditions on such an order.

“(5) Leave may be sought under subrule (1) or an order may be made under subrule (3) on:

(a) a notice of motion brought in the proceedings by a party to the proceedings; or

(b) a notice of motion brought in the proceedings by a person having an interest in the proceedings; or

Inquiry as to creditors

“11.(1) The Court may direct an inquiry as to any debts, claims or liabilities or any class of debts, claims or liabilities of a body corporate to which a proceeding under the Corporations Law relates, or which affects such a body corporate.

“(2) Where the Court directs an inquiry under subrule (1), subrules 13 (4) to 13 (8) (inclusive) apply, with such modifications as may be necessary, as though the Court had directed that a list of creditors be settled.

“Division 2―applications

Applications under sections 167, 168, 172, 194, 197, 198, 199, 202 and 1074

“12. (1) This rule applies to an application for:

(a) an order for the cancellation of a change of status of a company under section 167; and

(b) an order for the cancellation of a change from a public company to a proprietary company or from a proprietary company to a public company under section 168; and

(d) an order validating a purported issue or allotment of shares or confirming the terms of a purported issue or allotment of shares under section 194; and

(e) an order setting aside a variation or abrogation of rights attached to shares or an alteration of the memorandum or articles of a company, where the company has a share capital divided into classes of shares, under section 197; and

(f) an order setting aside a variation or abrogation of rights attached to shares or an alteration of the memorandum or articles of a company, where the company has a share capital that is not divided into classes of shares, under section 198; and

(g) an order setting aside a variation or abrogation of rights of members of a company included in a class of members or an alteration of the memorandum or articles of a company, where the company does not have a share capital, under section 199; and

(h) an order approving the payment of interest out of the capital of a company under section 202; and

(i) an order confirming a resolution that an undertaking, scheme, enterprise or arrangement be wound up under section 1074.

“(2) Except where an application is brought under section 1074, evidence brought by the applicant in support of an application must include an affidavit setting out:

(a) the prescribed information; and

(b) the amounts of the authorised and issued share capital of the company, and the classes, if any, of the issued shares;

which may be in or substantially in Form 128.

“(3) Where an application is brought under section 1074, evidence brought by the applicant in support of an application must include:

(a) an affidavit setting out the prescribed information in relation to the management company under an approved deed, which may be in or substantially in Form 128; and

(b) an affidavit setting out details of the undertaking, scheme, enterprise of arrangement to which the application relates.

“(4) As soon as practicable after filing an application under this rule, and in any event not later than 14 days after the date of filing the application, the applicant (if it is not the company to which the proceedings relate) must serve that application and the affidavit in support of the application on the company to which the proceedings relate.

“(5) Unless the Court orders to the contrary, notice in Form 78 of an application to which this rule applies must be published in the manner prescribed by rule 104 not later than 5 days before the date appointed for directions under Order 2a, rule 8.

“(6) If a person on whom the application has not been served intends to appear on the date appointed for directions under Order 2a, rule 8, he or she must:

(a) file a notice of appearance in Form 79; and

(b) serve that notice of appearance on the applicant;

not later than 2 days before the date appointed for directions.

“(7) At the first directions hearing or any subsequent directions hearing, the Court may direct the applicant or its solicitors to prepare and file a list in Form 80 of the names and addresses of persons who have given notice of their intention to appear in the proceedings.

“Division 3—Issue of shares at a discount, reduction of capital, financial assistance, buy backs

Order confirming the issue of shares at a discount—subsection 190 (3)

“13. (1) This rule applies to an application for an order confirming the issue of shares at a discount under subsection 190 (3).

“(2) Evidence brought by the applicant in support of an application must include an affidavit setting out:

(a) the prescribed information; and

(b) the amounts of the authorised and issued share capital of the company, and the classes, if any, of the issued shares;

which may be in or substantially in Form 128.

“(3) As soon as practicable after filing an application under this rule, and in any event not later than 14 days after the date of filing the application, the applicant (if it is not the company to which the proceedings relate) must serve that application and the affidavit in support of the application on the company to which the proceedings relate.

“(4) Unless the Court orders to the contrary, notice in Form 78 of an application to which this rule applies must be published in the manner prescribed by rule 104 not later than 5 days before the date appointed for directions under Order 2a, rule 8.

“(5) If a person on whom the application has not been served intends to appear on the date appointed for directions under Order 2a, rule 8, he or she must:

(a) file a notice of appearance in Form 79; and

(b) serve that notice of appearance on the applicant;

not later than 2 days before the date appointed for directions.

“(6) At the first directions hearing or any subsequent directions hearing, the Court may direct the applicant or its solicitors to prepare and file a list in Form 80 of the names and addresses of persons who have given notice of their intention to appear in the proceedings.

“(7)” Unless the Court orders to the contrary, an office copy of an order confirming the issue of shares at a discount must be lodged with the Commission within 14 days after the order is made, or within any other time specified by the Court in the order, and the order will not take effect until after that office copy has been lodged.

Application for order confirming reduction of capital: section 195

“14. (1) This rule applies to an application for an order confirming a reduction of the share capital of a company under section 195.

“(2) In a directions hearing in proceedings under this rule, the Court may:

(a) determine whether all or any of the provisions of subsection 195 (3) are to apply; and

(b) where settlement of a list of creditors is required, fix a date with reference to which the list of creditors is to be made out for the purposes of paragraph 195 (3) (a); and

(c) fix the date by which a creditor must furnish particulars of his or her claim for the purposes of paragraph 195 (3) (b); and

(d) give directions as to the publication of advertisements for the purposes of section 195 or this rule; and

(e) give directions as to the compliance with any other requirements of section 195 or this rule; and

(f) set a date for the hearing of the application.

“(3) Subrules (4) to (11) (inclusive) apply where the Court fixes a date for the purposes of paragraph 195 (3) (a).

“(4) Within 7 days after the date fixed by the Court for the purposes of paragraph 195 (3) (a), the company must:

(a) make out a list of the creditors of the company on that date; and

(b) file an affidavit in Form 81 annexing that list of creditors and verifying the truth of that list.

“(5) A list of creditors made out under subrule (4) must contain:

(a) so far as practicable, the names and addresses of the creditors of the company; and

(b) the amount due to each creditor for any debt, claim or liability within the scope of the inquiry; and

(c) if a debt is payable on a contingency or is not ascertained, or if a claim or liability is not ascertained, an estimate of the value of that debt, claim or liability.

“(6) A copy of the list of creditors made out under subrule (4) must be kept at the company’s registered office and at the office of its solicitors in the proceedings and must be made available for inspection at all times during which the company’s office is required to be open and accessible to the public under section 217.

“(7) A list of creditors made available for inspection under subrule (6) must show:

(a) the names and addresses of creditors; and

(b) a figure for the total amount due to creditors, including the total value of any estimated debts, claims or liabilities;

and, unless the Court orders to the contrary, the amount due to particular creditors must not be shown on that list.

“(8) Within 7 days of filing the affidavit required under subrule (4), the company must:

(a) publish a notice in Form 82 in the manner prescribed by rule 104; and

(b) serve a notice in Form 83 on each creditor whose name is contained in the list of creditors made out under subrule (4).

“(9) A notice published or served under subrule (8) must specify the date by which a creditor must furnish particulars of his or her

claim which was fixed by the Court for the purposes of paragraph 195 (3) (b).

“(10) Within 7 days after any date fixed by the Court under paragraph 195 (3) (b) as being the final day on which creditors whose names are not entered on the list of creditors may claim to be so entered, the company must file:

(a) a notice of motion in the proceedings seeking directions from the Court; and

(b) an affidavit in Form 84 which must be made by the company secretary, the company’s solicitor and a managing director, director or other responsible officer of the company and must annex:

(i) a copy of the notice published by the company under subrule (8) (a); and

(ii) a copy of the notice served by the company on each creditor under subrule (8) (b); and

(iii) the list of creditors made out by the company under subrule (4); and

(iv) lists in alphabetical order of the persons who have sent in particulars of their debts or claims set out as in Schedules D and E to Form 84; and

(c) a list in alphabetical order of all creditors who have been paid or who have consented to the proposed reduction of capital, verified by an affidavit by a responsible officer or officers of the company; and

(d) a list in alphabetical order of all creditors whose debts or claims the company does not admit at their full amount but is willing to provide for at their full amount, verified by an affidavit by a responsible officer or officers of the company.

“(11) In a directions hearing in relation to a motion for directions under subrule (10), the Court may:

(a) order that the company serve a notice in Form 85 upon a person claiming to be a creditor of the company in an amount other than that admitted by the company, specifying the date on which that person’s claim to be a creditor will be heard; or

(b) direct that any claim of that person be investigated in such manner as the Court thinks fit; or

(c) require the claimant to provide particulars or evidence of his or her claim or to produce any security relating to the claim; or

(d) allow the claim in whole or in part and fix the amount of the claim or disallow the claim in whole or in part; or

(e) give such directions as it thinks proper for securing the claim in the manner specified in paragraph 195 (3) (c).

“(12) After hearing the claim of any person claiming to be a creditor of a company other than that admitted by the company, the Court may settle a list of persons entitled to object to the application under subsection 195 (3).

“(13) The Court may disallow a claim in whole or in part or limit the amount of that claim to the amount set out beside the claimant’s name in the list of creditors filed by the company under subrule (4) if the claimant does not:

(a) comply with a notice served under subrule (11) by filing an affidavit setting out all relevant information and serving that affidavit on the company before the time specified in that notice; and

(b) attend at the hearing of his or her claim at the time specified in that notice; and

“(14) Following settlement of a list of the names of creditors entitled to object under section 195 (3) (b), the Court may appoint a date for hearing the application for an order confirming the reduction of the share capital of the company under section 195 (5).

“(15) Unless the Court orders to the contrary, the company must:

(a) publish notice in Form 86 of the hearing of the application in the manner prescribed by rule 104 not later than 5 days before the date appointed for the hearing of the application; and

(b) serve a copy of the application and of each affidavit on which it intends to rely at the hearing of the application on the Commission not later than 5 days before the date appointed for the hearing of the application.

“(16) Subject to subrule (17), any creditor of the company:

(a) who has not consented to the proposed reduction of capital; and

(b) whose debt or claim has not been discharged or secured in full;

may appear at the hearing and oppose the application, unless the company has indicated that it is willing to appropriate the amount of that debt or claim in such a manner as the Court directs.

“(17) Unless the Court orders to the contrary, a creditor who appears pursuant to subrule (16) is entitled to his or her costs of doing so.

“(18) A person whose name appears on the list of creditors settled by the Court as entitled to object to the application, and who intends to appear at the hearing of the application, must:

(a) file a notice of appearance in Form 79 together with any affidavit on which he or she intends to rely; and

(b) serve that notice of appearance and any such affidavit on the company;

not later than 2 days before the date appointed for the hearing of the application.

“(19) The company or its solicitors must prepare a list in Form 80 of the names and addresses of persons who have given notice of their intention to appear under subrule (18) and must file that list in Court at the time the application is heard.

“(20) Evidence brought by the company in support of an application to which this rule relates must include an affidavit setting out:

(a) the prescribed information; and

(b) the amounts of the authorised and issued share capital of the company, and the classes, if any, of the issued shares;

which may be in or substantially in Form 128.

“(21) On hearing the application, the Court may:

(a) give directions under paragraph 195 (3) (c) to secure payment of the debt or claim of a creditor who does not consent to a proposed reduction of the capital of the company; and

(b) may require such further evidence and give such further directions as are necessary for that purpose.

“(22) In a directions hearing under this rule or on hearing the application, the Court may:

(a) order that a creditor shown on the list filed under subrule (10) as consenting to the proposed reduction of capital be permitted to appear at the hearing of the application and oppose that application, if the Court is satisfied that the creditor did not consent or that the circumstances of his or her consent were such that an order should be made; and

(b) for the purposes of this subrule, direct such investigation, require such information and hear such evidence as it thinks fit.

“(23) An order confirming a reduction of capital must contain the particulars required under subsection 195 (6).

Service and advertising of order confirming a reduction of capital

“15. Within 7 days after an order confirming a reduction of capital is made, or within any other time specified by the Court in the order,

the company must:

(a) lodge an office copy of the order with the Commission; and

(b) publish a notice in Form 87:

(i) once in the Gazette; and

(ii) once in a prescribed newspaper; and

(iii) in such other publications as the Court directs.

Application opposing giving of financial assistance—subsection 205 (12)

“16. (1) This rule applies to an application under subsection 205 (12) opposing the giving by a company of financial assistance for the purpose of or in connection with an acquisition or proposed acquisition of shares or units of shares in the company or in a holding company of the company, where a special resolution has been passed by the company under paragraph 205 (10) (a).

“(2) The application must be accompanied by an affidavit setting out:

(a) the prescribed information; and

(b) a statement of the grounds of the application.

“(3) An affidavit filed under subrule (2) may be in or substantially in Form 128.

“(4) As soon as practicable after filing:

(a) the application; and

(b) the affidavit in support of the application;

and in any event not later than 14 days after the date of filing the application, the applicant must serve the application and that affidavit on the company concerned.

Application by creditor in relation to a proposed buy-back scheme or buy-back—section 206ld

“17. (1) This rule applies to an application by a creditor under section 206ld for an order prohibiting the making of offers in relation to a proposed buy-back scheme or the entering into of a proposed buy-back.

“(2) The application must be accompanied by:

(a) an affidavit setting out the prescribed information which may be in, or substantially in, Form 128; and

(b) an affidavit:

(i) setting out a statement of the grounds of the application; and

(ii) annexing a copy of the notice relating to the proposed buy back scheme or buy-back published by the company in a newspaper under section 206lc.

“(3) As soon as practicable after filing the application and affidavits in support of the application, and in any event not later than 14 days after the date of filing the application, the applicant must serve the application and affidavits on:

(a) the company concerned; and

(b) the Commission.

“Division 4—Officers (Part 3.2), Oppression Proceedings (Part 3.4) and Charges (Part 3.5)

Grant of leave to manage a corporation—section 229

“18. (1) This rule applies to an application for leave to manage a corporation under subsection 229 (1) or 229 (3).

“(2) The evidence in support of the application must include:

(a) an affidavit made not earlier than 7 days before the application is filed setting out the prescribed information, which may be in or substantially in Form 128; and

(b) an affidavit made not earlier than 7 days before the application is filed setting out any other material facts to be relied on by the applicant in support of the application.

“(3) As soon as practicable after filing the application and the affidavit in support of the application, and in any event not later than 14 days after the date of filing the application, the applicant must serve the application and that affidavit on:

(a) the corporation concerned; and

(b) the Commission.

Order prohibiting a person from managing a corporation—section 230

“19. (1) This rule applies to an application for an order under section 230 prohibiting a person from managing a corporation.

“(2) The evidence in support of the application must include:

(a) an affidavit made not earlier than 7 days before the application is filed setting out the prescribed information, which may be in or substantially in Form 128; and

(b) an affidavit made not earlier than 7 days before the application is filed setting out:

(i) any material facts to be relied upon by the applicant in support of the application; and

(ii) a statement of the grounds of the application and a reference to the paragraph or paragraphs of subsection 230 (1) on which the applicant relies.

(a) the person in relation to whom orders are sought; and

(b) any body corporate to which the application relates and any liquidator, provisional liquidator or official manager of that body corporate; and

Application for orders in cases of oppression or injustice—section 260

“20. (1) This rule applies to an application for an order or orders under section 260.

“(2) The evidence in support of the application must include:

(a) an affidavit made not earlier than 7 days before the application is filed setting out the prescribed information, which may be in or substantially in Form 128; and

(b) an affidavit made not earlier than 7 days before the application is filed setting out:

(i) any other material facts to be relied upon by the applicant in support of the application; and

(ii) a statement of the grounds of the application and a reference to the subparagraph of subsection 260 (1) on which the applicant relies.

“(3) The affidavit setting out the matters referred to in paragraph (2) (b) must be made by a person who can depose of his or her own knowledge to at least some of the grounds relied upon in support of the application.

“(4) As soon as practicable after filing the application and the affidavit in support of the application, and in any event not later than 14 days after the date of filing the application, the applicant must serve the application and that affidavit on:

(a) the company; and

(b) any person against whom orders are sought in the application.

“(5) If the remedies sought in an application under section 260 include an order that the company be wound up, the applicant must:

(a) at the same time as filing the application and any affidavit in support of the application, apply in Form 88 for the Registrar’s nomination of an official liquidator who will be appointed as liquidator if an order for the winding up of the company is made, unless the Court is satisfied that some other official liquidator should be appointed; and

(b) within 14 days of filing the application, file a written acknowledgement in Form 89 signed by the official liquidator nominated by the Registrar under paragraph (a).

“(6) Unless the Court orders to the contrary, notice of the application in Form 90 must be published in the manner prescribed by rule 104 not earlier than 3 days after the date the application was served on the company and not later than 5 days before the date appointed for directions under Order 4, rule 8.

“(7) If a person on whom the application has not been served intends to appear on the date appointed for directions under Order 2a, rule 8, he or she must:

(a) file a notice of appearance in Form 79; and

(b) serve that notice of appearance on the applicant and on the company concerned;

not later than 2 days before the date appointed for directions.

“(8) At the first directions hearing or any subsequent directions hearing, the Court may direct the applicant or its solicitors to prepare and file a list in Form 80 of the names and addresses of person who have given notice of their intention to appear in the proceedings.

“(9) Without limiting any right of inspection otherwise available under Order 46, rule 6, the Registrar must:

(a) permit a person who is or claims to be a contributory, member, creditor or officer of the company to inspect an application for an order or orders under section 260 and any affidavits in relation to the application which are in the Registrar’s custody; and

(b) on payment of the prescribed fee, provide a person who is or claims to be a contributory, member, creditor or officer of the company with a copy of the application and any affidavits in relation to the application which are in the Registrar’s custody.

“(10) The Registrar may prescribe a form of application to be completed by a person who seeks to inspect or be provided with a copy of a document under subrule (9).

Application for leave to enforce a charge—subsection 267 (3)

“21. (1) Evidence brought by an applicant in support of an application for leave to enforce a charge under subsection 267 (3) must include:

(a) an affidavit setting out the prescribed information, which may be in or substantially in Form 128; and

(b) an affidavit setting out:

(i) the evidence on which the applicant relies to establish that the company which created the charge was solvent immediately after the creation of the charge; and

(ii) any other matters relevant to the application.

“(2) Unless the Court orders to the contrary, notice of an application for an order under subsection 267 (3) need not be published.

“Division 5—Arrangements and reconstructions (Part 5.1)

Applications relating to compromises with creditors or members— sections 411 and 413

“22. (1) This rule applies to an application to the Court to approve a compromise or arrangement in relation to a Part 5.1 body.

“(2) An application relating to a compromise or arrangement under section 411 may be commenced in Form 5. Any further application

relating to that compromise or arrangement may be made by notice of motion in the proceedings.

“(3) Evidence brought by the applicant in support of an application for an order under subsection 411 (1) that a meeting or meetings be convened must include:

(a) an affidavit setting out:

(i) the prescribed information; and

(ii) the amounts of the authorised and issued share capital of the company, and the classes, if any, of the issued shares;

which may be in or substantially in Form 128;

(b) an affidavit setting out:

(i) the names, addresses and amounts owed by the company to each of its creditors; and

(ii) details of any security held by any creditor of the company; and

(iii) details of any priority or preference to which any creditor would be entitled if the company was then to be wound up; and

(iv) details of any prospective or contingent creditor; and

(v) a statement of the sources from which the list of creditors and their addresses has been compiled and a statement as to the likely accuracy and completeness of that list; and

(vi) a statement that, to the best of the knowledge of the person making the statement, there are no prospective, contingent or other creditors of the company or threatened claims against the company other than those which have been disclosed in the information provided under paragraph (b), and setting out the basis of knowledge of the person making the statement; and

(vii) a statement of any Australian State or Territory or any other country in which the company has carried on business or dealings; and

(viii) details of any other compromise or arrangement which has been proposed to be implemented in relation to the company and of any liquidation, official management, receivership or other arrangements between the company and its members or creditors; and

(ix) a statement as to the terms of the proposed compromise or arrangement; and

(x) where the company is already in liquidation or under official management, details of any outstanding steps to be taken in the liquidation or the official management; and

(xi) a statement of any other matters relevant to the application; and

(xii) a copy of the proposed compromise or arrangement and the draft explanatory statement in relation to the proposed compromise or arrangement.

“(4) Subject to any direction by the Court to the contrary, evidence brought by an applicant in support of an application for an order under subsection 411 (1a) or 411 (1b) that a meeting or meetings of creditors of a holding company and each of its wholly-owned subsidiaries be held on a consolidated basis must include:

(a) an affidavit, which may be in or substantially in Form 128, setting out:

(i) the names of the holding company and each of the Part 5.1 bodies which are said to be wholly-owned subsidiaries of the holding company (“the relevant subsidiaries”); and

(ii) the amounts of the authorised and issued share capital of the holding company, and the classes, if any, of the issued shares; and

(iii) the prescribed information in relation to the holding company and each of the relevant subsidiaries;

(b) an affidavit setting out:

(i) a statement of the evidence on which the applicant relies to establish that each of the relevant subsidiaries is a wholly-owned subsidiary of the holding company; and

(ii) a statement as to the terms of the proposed compromise or arrangement; and

(iii) a statement of the matters on which the applicant relies in support of the application, including a statement of the number of meetings between creditors which would be required in the absence of an order under subsection 411 (1a) or 411 (1b); and

(iv) a statement of any other matters relevant to the application; and

(v) a copy of the proposed compromise or arrangement and the draft explanatory statement in relation to the proposed compromise or arrangement.

“(5) If a person making an affidavit or affidavits filed under subrule (3) or subrule (4) cannot depose to all the contents of the affidavit from his or her own kowledge, he or she must specify details of the sources of information contained in the affidavit and state his or her belief in the truth of that information.

“(6) Prior to the hearing of an application under subsection 411 (1), 411 (1a) or 411 (1b), the applicant must file an affidavit stating that:

(a) the person who is nominated to act as chairman or alternate

chairman of a meeting ordered to be convened under subsection 411 (1), 411 (1a) or 411 (1b):

(i) is willing to act in that capacity; and

(ii) does not have and has not previously had any relationship or dealing with the company or any other person interested in the proposed compromise or arrangement, except as disclosed in the affidavit; and

(iii) does not have any interest or obligation which may give rise to a conflict of interest in acting as chairman of the meeting, except as disclosed in the affidavit; and

(b) the person proposed to be appointed to administer the proposed compromise or arrangement does not fall within paragraphs (a) to (f) (inclusive) of subsection 411 (7), except as disclosed in the affidavit.

“(7) Unless the Court orders to the contrary, notice in Form 91 of:

(a) an application for an order approving a compromise or arrangement under subsection 411 (4); or

(b) an application for an order in respect of the reconstruction or amalgamation of a Part 5.1 body or bodies under subsection 413 (1);

must be published in the manner prescribed by rule 104 not later than 5 days before the date appointed for the hearing of the application.

“(8) A copy of an application for an order under subsection 411 (4) or 413 (1) must be served on the Commission, together with copies of any affidavits upon which the applicant intends to rely, as soon as practicable after the notice of motion is filed and in any event not later than 14 days after the date of filing the application.

“(9) If a person on whom the application has not been served intends to appear at the hearing of the application, he or she must:

(a) file a notice of appearance in Form 79 together with any affidavit on which he or she intends to rely; and

(b) serve that notice of appearance and any such affidavit on the applicant;

not later than 2 days before the date appointed for the hearing of the application.

“(10) If the Commission intends to appear at a hearing of the application seeking approval of the compromise or arrangement and to oppose the grant of that approval, it must:

(a) file a notice of intervention in Form 127 together with any affidavit on which it intends to rely; and

(b) serve that notice of intervention and any such affidavit on the applicant;

not later than 2 days before the date appointed for the hearing of the application.

“(11) At the first directions hearing or any subsequent directions hearing, the Court may direct the applicant or its solicitors to prepare and file a list in Form 80 of the names and addresses of persons who have given notice of their intention to appear in the proceedings.

Service of order approving a compromise or arrangement

“23. The applicant must lodge an office copy of an order of the Court under subsection 411 (1), 411 (4), 411 (6) or 413 (1) with the Commission and serve an office copy of the order on any person appointed to administer the compromise or arrangement within 7 days of the date on which the order is made, or within any other time specified by the Court in the order.

Inquiry as to conduct of person administering a compromise or arrangement—subsection 411 (9)

“24. (1) A complaint to the Court under subsection 411 (9) may be made by filing a notice of motion seeking an inquiry in respect of the complaint and an affidavit setting out the relevant circumstances in the proceedings in which the compromise or arrangement was approved by the Court.

“(2) A report to the Court by the Commission in respect of the conduct of a person administering a compromise or arrangement may be made by filing:

(a) a notice of motion seeking orders in respect of the report; and

(b) an affidavit setting out the relevant circumstances or annexing a copy of the report;

in the proceedings in which the compromise or arrangement was approved by the Court.

“(3) A report filed under subrule (2) must not be inspected or used except with the leave of the Court.

“(4) The Commission, a creditor or contributory of a Part 5.1 body, or a person aggrieved by the conduct of a person administering a compromise or arrangement may seek an order that the person administering the compromise or arrangement or any other person be examined under subsection 411 (9) by filing a notice of motion in the proceedings in which the compromise or arrangement was approved by the Court.

“(5) Rule 81 applies, with such adaptations as may be necessary, to an examination under subrule (4).

Application to restrain proceedings against Part 5.1 body—subsection 411 (16)

“25. (1) Where a compromise or arrangement has been proposed between a Part 5.1 body and its creditors or any class of them, an application under subsection 411 (16) for an order restraining further proceedings in an action or civil proceeding against that body may be made by notice of motion in the proceedings commenced under subsection 411 (1).

“(2) Unless the Court orders to the contrary, the notice of motion referred to in subrule (1) must be served on the person bringing the action or proceeding against that body.

Review of remuneration of person administering a compromise or arrangement

“26. On the application of a person whose interests are affected by a compromise or arrangement approved by the Court under section 411, the Court may fix or review the remuneration of the person appointed to administer the compromise or arrangement.

Application for directions in relation to compromise or arrangement

“27. (1) A trustee or manager under a compromise or arrangement or any member bound by a compromise or arrangement may apply to the Court by notice of motion for directions in relation to any matter arising in the administration of the compromise or arrangement.

“(2) A notice of motion under subrule (1) must indicate the matter in respect of which directions are sought.

“(3) The Court may direct that notice of an application under subrule (1) be given by advertisement or otherwise to such persons or classes of persons as the Court determines, and may adjourn the application for that purpose.

“Division 6—Receivers and managers (Part 5.2)

Power to make order relieving a person from liability if not properly appointed as receiver—subsection 419 (3)

“28. An application for:

(a) an order under paragraph 419 (3) (d) in respect of a person who entered into or assumed control of property of a corporation and was not properly appointed as receiver; and

(b) an order under paragraph 419 (3) (e) in respect of a person who purported to appoint the first person as receiver;

may be made by notice of motion in the proceedings referred to in paragraph 419 (3) (c).

Inquiry as to conduct of a receiver—section 423

“29. (1) A complaint to the Court under paragraph 423 (1) (b) or a report to the Court by the Commission under subsection 423 (2) may be made:

(a) in the case of a receiver appointed under an instrument, by filing:

(i) an application in Form 5 seeking an inquiry in respect of the complaint; and

(ii) (A) in the case of a report to the Court by the Commission under subsection 423 (2), an affidavit setting out the relevant circumstances or annexing a copy of the report; or

(B) in any other case, an affidavit setting out the relevant circumstances; or

(b) in the case of a receiver appointed by the Court, by filing:

(i) a notice of motion seeking an inquiry in respect of the complaint in the proceeding in which the receiver was appointed; and

(ii) (A) in the case of a report to the Court by the Commission under subsection 423 (2), an affidavit setting out the relevant circumstances or annexing a copy of the report; or

(B) in any other case, an affidavit or affidavits setting out the relevant circumstances.

“(2) A report by the Commission under subsection 423 (2) must not be inspected or used without the leave of the Court.

“(3) The Commission, a creditor or contributory or a person aggrieved by the conduct of a receiver of property of a corporation may seek an order that the receiver or any other person be examined under subsection 423 (3):

(a) in the case of a receiver appointed under an instrument, by filing an application in Form 5; or

(b) in the case of a receiver appointed by the Court, by filing a notice of motion in the proceeding in which the receiver was appointed.

“(4) Rule 81 applies, with such adaptations as may be necessary, to an examination under subrule (3).

Application by receiver for directions—section 424

“30. (1) An application to the Court by a receiver of property of a corporation under section 424 must indicate the matter in respect of which the receiver seeks the directions of the Court.

“(2) The Court may direct that notice of an application under section 424 be given by advertisement or otherwise to such persons or

classes of persons as the Court determines, and may adjourn the application for that purpose.

“Division 7—Official management (Part 53)

Stay of proceedings where company is under official management― section 444

“31. (1) An application for leave to carry on an action or civil proceeding against a company under official management may be made by notice of motion in the action or proceeding in respect of which leave is sought.

“(2) An application for leave to commence an action or civil proceeding against a company under official management may be made by filing an application in Form 5.

“(3) Were a company has convened a meeting of its creditors for the purpose of placing the company under official management under section 436, an application for a stay of proceedings in an action or civil proceeding against the company under subsection 444 (2) may be made by notice of motion in that action or proceeding.

Inquiry as to conduct of official manager—subsection 452 (4)

“32. (1) A complaint to the Court under subsection 452 (4) may be made by filing an application in Form 5 seeking an inquiry in respect of the complaint and an affidavit setting out the relevant circumstances.

“(2) A report to the Court by the Commission in respect of conduct of an official manager of a company may be made by filing:

(a) an application in Form 5 seeking orders in respect of the report; and

(b) an affidavit setting out the relevant circumstances or annexing a copy of the report.

“(3) A report filed under subrule (2) must not be inspected or used except with the leave of the Court.

“(4) The Commission, a creditor or contributory of a company, or a person aggrieved by the conduct of an official manager of a company may seek an order that the official manager or any other person be examined under subsection 452 (4) by filing an application in Form 5.

“(5) Rule 81 applies, with such adaptations as may be necessary, to an examination under subrule (4).

Application for variation or cancellation of resolution to place company under official management—section 454

“33. (1) This rule applies to an application under section 454 for the variation or cancellation of a resolution determining that a company be placed under official management.

“(2) An application under this rule need not be served on any person.

“(3) Evidence brought by the applicant in support of the application must include:

(a) an affidavit setting out the prescribed information, which may be in or substantially in Form 128; and

(b) an affidavit setting out:

(i) evidence that the applicant falls within paragraph 454 (1) (a), 454 (1) (b) or 454 (1) (c) and a statement of which of those paragraphs applies; and

(ii) a statement whether the applicant claims that there is no reasonable prospect of the company being rehabilitated or that the resolution to place the company under official management is not in the interests of creditors and members of the company or both.

“(4) An application for a variation of the resolution must be accompanied by a draft of the variation which is sought.

“(5) Unless the Court orders to the contrary, notice in Form 92 of the application must be published in the manner prescribed by rule 104 not later than 5 days before the date appointed for the hearing of the application.

“(6) If a person on whom the application has not been served intends to appear at the hearing of the application, he or she must:

(a) file a notice of appearance in Form 79 together with any affidavit on which he or she intends to rely; and

(b) serve that notice of appearance and any such affidavit on the applicant;

not later than 2 days before the date appointed for the hearing of the application.

“(7) The applicant or its solicitors must prepare a list in Form 80 of the names and addresses of persons who have given notice of their intention to appear under subrule (6) and must file that list in Court at the time the application is heard.

Release of official manager—section 456

“34, A person who applies for an order of release under subsection 456 (19) or 456 (20) must give notice of that application to:

(a) each creditor who has proved his or her debt; and

(b) each creditor who is:

(i) mentioned in the report as to the affairs of the company prepared under subsection 436 (4); and

(ii) who has not proved his or her debt.

“Division 8—Winding up by the Court (Part 5.4)

Address for service in winding up applications

“35. (1) Order 7, subrule 6 (1) does not apply to a document filed by a solicitor in relation to proceedings for the winding up of a company under section 460 or 461.

“(2) For the purposes of proceedings referred to in subrule (1), the address given as the address for service of a person who is represented by a solicitor must:

(a) be within the District in which the winding up application is filed; and

(b) be the address of the solicitor or of a solicitor acting as agent for that solicitor.

Application for a winding up order under section 461

“36. (1) This rule applies to an application for a winding up order under section 461, other than an application where rule 37 of this Order applies.

“(2) On filing and serving an application under this rule, the applicant must also file and serve:

(a) an affidavit made not earlier than 7 days before the application is filled setting out a statement by a person who has, not earlier than 3 days before the date on which the affidavit is made, undertaken a search of the company records maintained by the Commission, as to whether any winding up application is pending or any winding up order has been made against the company; and

(b) an affidavit made not earlier than 7 days before the application is filed setting out the prescribed information, which may be in or substantially in Form 128; and

(i) any other material facts to be relied upon by the applicant in support of the application; and

(ii) the grounds of the application and a reference to the provision or provisions of section 461 on which the applicant relies.

“(3) The affidavit setting out the matters referred to in paragraph (c) of subrule (2) must be made by a person who can depose of his or her own knowledge to at least some of the grounds relied upon for the winding up of the company.

“(4) As soon as is practicable after filing the application and affidavit or affidavits in support of the application, and in any event not later

than 14 days after the date of filing the application, the applicant must serve that application and the affidavits on which it relies on:

(a) the company, in a manner permitted by section 220 of the Corporations Law; and

(b) if the company is in the course of being wound up in a voluntary winding up, the liquidator of the company.

“(5) Unless the Court orders to the contrary, notice of the application in Form 93 must be published in the manner prescribed by rule 104 not earlier than 3 days after the date the application was served on the company and not later than 7 days before the date appointed for directions under Order 2a, rule 8.

“(6) At the same time as filing the application and any affidavit in support of the application, the applicant must apply in Form 88 for the Registrar’s nomination of an official liquidator who will be appointed as liquidator if an order for the winding up of the company is made, unless the Court is satisfied that some other official liquidator should be appointed.

“(7) If the Court thinks fit, it may hear and determine an application for the winding up of a company on the date appointed for directions under Order 2a, rule 8 or a date subsequently appointed for directions in the proceedings.

“(8) If a person on whom the application has not been served intends to appear on the date appointed for directions under Order 2a, rule 8, he or she must:

(a) file a notice of appearance in Form 79; and

(b) serve that notice of appearance on the applicant;

not later than 2 days before the date appointed for directions.

“(9) At the first directions hearing or any subsequent directions hearing, the Court may direct the applicant or its solicitors to prepare and file a list in Form 80 of the names and addresses of persons who have given notice of their intention to appear in the proceedings.

“(10) Without limiting any right of inspection otherwise available under Order 46, rule 6, the Registrar must:

(a) permit a person who is or claims to be a contributory, member, creditor or officer of a company to inspect an application to wind up the company and any affidavits in relation to the application which are in the Registrar’s custody; and

“(11) The Registrar may prescribe a form of application to be completed by a person who seeks to inspect or be provided with a copy of a document under subrule (10).

Winding up of a company under section 460 or paragraph 461 (a)

“37. (1) This rule applies to:

(a) an application under section 460 for a winding up order on the ground that a company is unable to pay its debts; and

(b) an application under paragraph 461 (1)(a) for a winding up order where a company has by special resolution resolved that it be wound up, if an officer of the company files an affidavit at the time the application is made deposing that the company is unable to pay its debts as they become due.

“(2) On filing and serving an application under this rule, the applicant must also file and serve:

(a) an affidavit made not earlier than 7 days before the application is filed setting out a statement by a person who has, not earlier than 3 days before the date on which the affidavit is made, undertaken a search of the company records maintained by the Commission, as to whether any winding up application is pending or any winding up order has been made against the company; and

(b) an affidavit made not earlier than 7 days before the application is filed setting out the prescribed information, which may be in or substantially in Form 128; and

(i) a statement of the debt alleged and details of how and when it was incurred; and

(ii) a statement that to the best of the knowledge, information and belief of the deponent the company is indebted to the applicant for the amount claimed; and

(iii) details of any judgment obtained by the applicant against the company; and

(iv) a statement of the grounds relied upon to show that the company is unable to pay its debts; and

(v) a statement of any other material facts to be relied upon by the applicant in support of the application; and

(d) an affidavit in or substantially in Form 94 proving service of a notice under subsection 460 (2), if applicable, together with copies of any documents exhibited to that affidavit.

“(3) Unless the Court orders to the contrary, the affidavit setting out the matters referred to in paragraph (c) of subrule (2) must be:

(a) made by a person who can depose to the indebtedness of the company to his or her own knowledge; and

(b) made on the day on which the application is filed, or on the immediately preceding day; and

“(4) As soon as is practicable after filing the application and the affidavit in support of the application, and in any event not later than 14 days after the date of filing the application, the applicant must serve that application and the affidavits on which it relies on:

(a) the company, in a manner permitted by section 220 of the Corporations Law; and

(b) if the company is in the course of being wound up in a voluntary winding up, the liquidator of the company.

“(6) At the same time as filing the application and any affidavit in support of the application, the applicant must apply in Form 88 for the Registrar’s nomination of an official liquidator who will be appointed as liquidator if an order for the winding up of the company is made, unless the Court’ is satisfied that some other official liquidator should be appointed.

“(8) If a person on whom the application has not been served intends to appear on the date appointed for directions under Order 2a, rule 8, he or she must:

(a) file a notice of appearance in Form 79; and

(b) serve that notice of appearance on the applicant;

not later than 2 days before the date appointed for directions.

“(10) Without limiting any right of inspection otherwise available under Order 46, rule 6, the Registrar must:

(a) permit a person who is or claims to be a contributory, member, creditor or officer of a company to inspect an application to wind up the company, any affidavit in support of that application and any affidavits in relation to the application which are in the Registrar’s custody; and

“(11) The Registrar may prescribe a form of application to be completed by a person who seeks to inspect or be provided with a copy of a document under subrule (10).

Filing of documents in support of an application under rules 36 and 37

“38. (1) Subject to subrule (2), the applicant must file and serve at least 3 days before the date set for the hearing of an application within the scope of rules 36 and 37:

(a) a written acknowledgement in Form 89 signed by the official liquidator nominated by the Registrar under subrule 36 (6) or 37 (6), as the case may be; and

(b) an affidavit or affidavits:

(i) proving service on the company of the application and the affidavit in support of the application; and

(ii) stating that a notice of the making of the winding up application was lodged with the Commission in compliance with paragraph 470 (1) (a); and

(iii) proving publication of notice of the application in compliance with subrule 36 (5) or 37 (5), as the case may be; and

(c) if an application is within the scope of rule 37, an affidavit in Form 95 stating that the defendant has not paid, secured or compounded for the debt to the reasonable satisfaction of the applicant sworn not earlier than 2 days before the date of service; and

(d) a draft order in Form 96; and

(e) a draft notice of the appointment of a liquidator in Form 99.

“(2) If the applicant seeks the determination of the application at a directions hearing, he or she must file and serve the documents referred to in subrule (1) at least 3 days before the date of that directions hearing.

Sealing of winding up order and notice of appointment of liquidator

“39. If an applicant attends the hearing at which the winding up order is made with a sufficient number of copies of:

(a) an order for the winding up of the company in Form 96 in the same form as the draft filed under paragraph (d) of subrule 38 (1); and

(b) a notice of the appointment of a liquidator in Form 99 in the same form as the draft filed under paragraph (e) of subrule 38 (1);

the Court may, at the time it makes the order for the winding up of the company, direct that those copies be sealed forthwith.

Proceedings after order for winding up is made

“40. The number assigned to proceedings relating to an application to wind up a company must be shown on any document filed in proceedings in the winding up of the company after the winding up order is made.

Substituted applicant in winding up application—sections 460, 461

“41. (1) If an applicant in proceedings in relation to a winding up order under section 460 or 461:

(a) fails to take all steps prescribed by this Order preliminary to the hearing; or

(b) seeks the leave of the Court to discontinue the proceedings; or

(d) does not appear at the hearing of the proceedings; or

(e) does not seek or does not obtain a winding up order at the hearing;

the Court may, subject to the Corporations Law, make orders for the further conduct of the proceedings.

“(2) Orders made under subrule (1) may:

(a) be made on application by a person who falls within the classes of person specified in subsection 462 (2); and

(b) be made on such terms and conditions as the Court thinks fit; and

(c) include an order in or substantially in Form 97 substituting the person who applied for the orders for the person who was formerly the applicant in the proceedings; and

(d) if the Court sees fit, include an order requring publication of a notice in Form 98.

“(3) This rule does not limit the powers of the Court under Order 19.

Notice of appointment of liquidator

“42. (1) If an order for the winding up of a company is made, the applicant (unless it is the Commission) must:

(a) if a notice of appointment of liquidator in Form 99 has not been sealed after the making of the winding up order under rule 39, obtain a sealed copy of that notice from the Registrar’s office not later than the day after the order was made; and

(b) serve the sealed notice on the liquidator appointed to the company not later than the day after the order was made; and

(c) if the company is not the applicant, serve a copy of the notice on the company by posting that notice by prepaid post not later than the day after the order was made; and

(d) publish a notice in Form 100 in the manner prescribed by rule 104 as soon after the order was made as is practicable.

“(2) Unless the Court orders to the contrary, the expense of complying with this rule will be a charge on the assets of the company.

Service of winding up order

“43. Within 7 days of the making and entry of an order for the winding up of a company, the applicant (unless it is the Commission) must:

(a) lodge an office copy of the sealed order of the Court with the Commission in compliance with paragraph 470 (2) (a); and

(b) serve an office copy of the sealed order on the company in compliance with paragraph 470 (2) (b); and

(c) serve an office copy of the sealed order of the Court on the liquidator appointed in the winding up order in compliance with paragraph 470 (2) (c).

Stay of proceedings on winding up application—subsection 467 (7)

“44. If:

(a) a winding up application has been made in relation to a company and a winding up order has not been made; and

(b) an action or other civil proceeding against the company is pending;

an application to the Court for an order staying or restraining further proceedings in the action or proceeding may be made by notice of motion in that action or proceeding or in the proceedings for the winding up order.

Validation of disposition of property—section 468

“45. An application for an order under subsection 468 (3) validating a disposition of property of a company or permitting the business of the company or a portion of that business to be carried on may be made by notice of motion in the proceedings for the winding up order.

Application for leave to commence or continue proceedings against a company—subsection 471 (2)

“46. (1) If:

(a) an order has been made for the winding up of a company or a provisional liquidator has been appointed to the company; and

(b) an action or other civil proceeding was commenced prior to the making of the winding up order or the appointment of the provisional liquidator;

an application under subsection 471 (2) for leave to proceed with an action or civil proceeding may be made by notice of motion in that action or proceeding or in the proceedings for the winding up order.

“(2) If:

(a) an order has been made for the winding up of a company or a provisional liquidator has been appointed to the company; and

(b) a person seeks leave to commence an action or civil proceeding against the company under subsection 471 (2);

an application for leave may be made by notice of motion in the proceedings for the winding up order.

Reports by the liquidator in a winding up by the Court—sections 476, 482 and 533

“47. (1) In a winding up by the Court, the liquidator must file in the Registrar’s office a copy of any report lodged with the Commission under section 476, subsection 533 (1) or subsection 533 (2).

“(2) A report furnished by the liquidator under subsection 482 (2) in respect of an application for an order staying or terminating a winding up must be filed in the Registrar’s office and a copy of that report must be lodged with the Commission.

“(3) A report filed by a liquidator under this rule may be inspected by the Commission or a person authorised by the Commission without the leave of the Court, but must not be inspected or used by any other person except with the leave of the Court.

“Division 9―Provisional liquidators

Appointment of provisional liquidator—section 472

“48. (1) A creditor or contributory of a company, the company or the Commission may apply for the appointment of a provisional liquidator under subsection 472 (2) by notice of motion in the proceedings for a winding up order.

“(2) At the time of filing a notice of motion under subrule (1), an applicant for the appointment of a provisional liquidator must file:

(a) an affidavit setting out the material facts relied upon to support the application; and

(b) a written consent of an official liquidator in Form 89; and

(d) a draft order appointing the provisional liquidator including a short description of:

(i) the property of which the provisional liquidator is to take possession; and

(ii) the duties he or she is to perform; and

(iii) the powers sought to be conferred on him or her.

“(3) The applicant (if not the company as to which an order is sought) must forthwith serve the notice of motion referred to in subrule (1) and the affidavit referred to in subrule (2) on the company concerned.

“(4) The Court may order that a provisional liquidator be appointed on such terms and conditions as it thinks fit, and may require that the applicant for the order give an undertaking as to damages.

Notice of appointment of provisional liquidator

“49. (1) If an order for the appointment of a provisional liquidator is made, the applicant (unless it is the Commission) must:

(a) obtain a sealed copy of a notice in Form 99 from the Registrar’s office not later than the day after the order was made; and

(b) serve the sealed notice on the provisional liquidator appointed to the company not later than the day after the order was made; and

(c) if the company is not the applicant, serve a copy of the notice on the company by posting that notice by prepaid post not later than the day after the order was made; and

(d) lodge a copy of the notice with the Commission within 2 business days after the making of the order; and

(e) publish a notice in Form 100 in the manner prescribed by rule 104 as soon after the order was made as is practicable.

“(2) Unless the Court orders to the contrary, the expense of complying with this rule will be a charge on the assets of the company.

Service of order appointing a provisional liquidator

“50. Within 7 days of the making and entry of an order for the appointment of a provisional liquidator to a company, the applicant (unless it is the Commission) must:

(a) serve an office copy of the sealed order of the Court on the provisional liquidator; and

(b) serve an office copy of the sealed order on the company.

Powers of provisional liquidator—section 472

“51. (1) Subject to:

(a) the Corporations Law; and

(b) this Order; and

a provisional liquidator appointed under subsection 472 (2) has power to carry on the business of the company and has the powers specified in paragraphs 477 (2) (a) to 477 (2) (k) (inclusive).

“(2) For the purpose of enabling the provisional liquidator to take out letters of administration of the estate of a deceased contributory or debtor or otherwise to obtain payment of money due from a contributory

or debtor or his or her estate under paragraph 477 (2) (h), money due to the company is deemed to be due to the provisional liquidator.

“(3) The exercise of the powers given to a provisional liquidator under this rule is subject to the control of the Court. A creditor or contributory of the company may apply to the Court with respect to an exercise or proposed exercise of those powers by a provisional liquidator, by notice of motion in the proceedings for the winding up order.

Remuneration of provisional liquidator—subsection 473 (2)

“52. (1) Subject to any order of the Court to the contrary, a provisional liquidator is entitled to be paid out of the assets of the company all costs, charges and expenses he or she has properly incurred and such remuneration as the Court determines.

“(2) A provisional liquidator must give notice of his or her claim to remuneration to any liquidator of the company (other than himself or herself) and to any committee of inspection before applying to the Court to determine his or her remuneration under subsection 473 (2).

“Division 10―Liquidators and special managers

Resignation of liquidator or provisional liquidator appointed by the Court—subsection 473 (1)

“53. (1) If a liquidator or provisional liquidator appointed by the Court seeks to resign his or her office he or she must:

(a) if practicable, obtain the written consent of another official liquidator to act as liquidator or provisional liquidator of the company in his or her place; and

(b) call separate meetings of creditors and contributories of the company to determine the view of the creditors and contributories as to whether the resignation should be accepted; and

(c) apply by notice of motion in the proceedings for the winding up order, for leave of the Court for his or her resignation and for an order appointing another liquidator or provisional liquidator in his or her place.

“(2) The notice of motion referred to in paragraph (c) of subrule (1) must be accompanied by an affidavit setting out the liquidator’s reasons for seeking leave to resign and by any consent referred to in paragraph (a) of subrule (1).

“(3) The Court may grant leave to a liquidator or provisional liquidator to resign although a meeting of creditors or contributories resolved that his or her resignation should not be accepted.

“(4) If a liquidator or provisional liquidator who seeks to resign his or her office (in this rule referred to as ‘the former liquidator’) is unable

to obtain the consent referred to in paragraph (a) of subrule (1), the Court may direct the Registrar to nominate an official liquidator (in this rule referred to as ‘the nominated liquidator’) to be appointed in place of that liquidator or provisional liquidator if he or she is granted leave to resign. Such a nomination may be made whether before or after that leave is granted.

“(5) The former liquidator must file an acknowledgement in Form 89 signed by the nominated liquidator, or an affidavit setting out the reasons why no such acknowledgement could be obtained, within 21 days of the date on which the Court made the direction referred to in subrule (4).

“(6) If an order is made for the appointment of an official liquidator to act as liquidator or provisional liquidator (“new liquidator”) in place of the former liquidator, the former liquidator must:

(a) give written notice to the new liquidator of his appointment not later than the day after the order was made; and

(b) publish a notice in Form 101 in the manner prescribed by rule 104 as soon after the order was made as is practicable.

Filling vacancy in office of liquidator—subsection 473 (7)

“54. (1) If for any reason there is no liquidator acting in a winding up by the Court, the Court may appoint another liquidator to be the liquidator of the company. Such an appointment may be made:

(a) on application by the Commission, a creditor or a contributory of the company made by notice of motion in the winding up proceedings; or

(b) on the Court’s own motion.

“(2) A person who applies to the Court for an order that a vacancy in the office of a liquidator appointed by the Court be filled under subsection 473 (7) must publish a notice of intention to apply for that order in the manner prescribed by rule 104 not later than 7 days before the date on which the application is to be heard.

Report as to company’s affairs—section 475

“55. (1) A liquidator must furnish:

(a) a copy of the prescribed form for a report as to the affairs of a company under section 475; and

(b) instructions for the preparation of the report;

to a person who is required to submit such a report.

“(2) A person within the categories specified in subsection 475 (1) or 475 (2) must:

(a) attend at any reasonable time and place appointed by the liquidator for an interview conducted for the purpose of investigating a company’s affairs; and

(b) give the liquidator such information as he or she requires.

“(3) A copy of a report under subsection 475 (1) or 475 (2) which is filed with the Court under paragraph 475 (7) (a) must be certified by the liquidator in writing as a true copy of the original report.

“(4) A person who is required to make or concur in making out a report required under section 475 must apply to the liquidator for approval of any costs or expenses which he or she proposes to incur in preparing and making the report and must submit a statement of the estimated costs and expenses to the liquidator.

“(5) A person who incurs costs and expenses in preparing and making a report under section 475 without the approval of the liquidator will not be paid those costs and expenses out of the assets of the company under subsection 475 (8) except with the leave of the Court.

“(6) A liquidator must report any failure by a person to comply with the requirements of section 475 to the Court by filing:

(a) a notice of motion seeking directions in the winding up proceedings; and

(b) an affidavit setting out the nature of that person’s failure to comply with those requirements.

Settlement of list of contributories―section 478

“56. In the case of a winding up by the Court, a copy of a list of contributories settled by the liquidator under section 478 and of any supplementary list of contributories must be filed with the Registrar’s office within 14 days after it is settled and must be certified by the liquidator in writing as a true copy of the original list.

Resolutions of meetings of creditors or contributories

“57. A liquidator appointed by the Court must file a copy of any resolution of:

(a) a meeting of creditors, contributories or both; or

(b) a committee of inspection;

with the Registrar’s office within 14 days after that resolution was passed, and must certify in Form 102 that the copy filed is a true copy of the resolution passed.

Release of liquidator—section 480

“58. (1) An application by a liquidator for:

(a) an order of release under paragraph 480 (c); or

(b) an order that he or she be released and the company be dissolved under paragraph 480 (d);

may be made by notice of motion in the winding up proceedings.

“(2) An application by a liquidator for an order of release under paragraph 480 (c) must state the grounds on which it is said that the company should not be dissolved.

“(3) Unless the Court orders to the contrary, the liquidator must:

(a) send:

(i) a notice in Form 103; and

(ii) a copy of the application for release; and

(iii) a copy of the summary of receipts and payments; and

(iv) a copy of the statement showing the company’s position;

by prepaid post to each creditor who has proved his or her debt in the winding up and to each contributory; and

(b) cause notice of his or her application in Form 103 to be published in the Gazette.

“(4) Together with any application claiming an order under paragraph 480 (c) or 480 (d), a liquidator must file:

(a) a summary of receipts and payments in the winding up; and

(b) a statement showing the position of the company at the date the application was filed; and

(i) stating whether the whole of the property of the company has been realised, or whether so much of the property of the company has been realised as can be realised without needlessly prolonging the liquidation; and

(ii) stating details of any calls made upon contributories in the course of the winding up; and

(iii) stating details of any dividends paid in the course of the winding up; and

(iv) stating whether the commitiee of inspection, if any, has passed a resolution approving of the liquidator’s release; and

(v) stating whether the Commission has appointed an auditor to report on an account or a statement of the position in the winding up under subsection 539 (2); and

(vi) stating whether the Court has ordered a report on the accounts of the liquidator to be prepared; and

(vii) stating whether any objection has been received by the liquidator to his or her release as liquidator of the company from any auditor appointed by the Commission or by the Court or from any creditor, contributory or other person interested; and

(viii) stating whether any report has been submitted by the liquidator to the Commission under section 533; and

(ix) stating whether the unsecured creditors of the company

have been paid more than $0.50 in the dollar and whether it is otherwise necessary to report on the affairs of the company or its officers; and

(x) stating details of any onerous property disclaimed in the course of the winding up; and

(xi) stating details of any costs and expenses payable by the liquidator if the Court grants his or her release; and

(xii) annexing a copy of:

(A) the notice sent to each creditor and contributory in compliance with paragraph (a) of subrule (3); and

(B) the notice published in the Gazette in compliance with paragraph (b) of subrule (3).

“(5) A creditor or contributory who wishes to object to the grant of release to a liquidator must file and serve on the liquidator a notice of objection in Form 104 within 21 days of publication of the notice referred to in subrule (3).

Report on accounts of liquidator—section 481

“59. (1) If the Court orders that a report on the accounts of a liquidator be prepared under subsection 481 (1), the liquidator must supply all information, books and vouchers required for that purpose to the auditor appointed to make that report.

“(2) On completion of his or her report, an auditor reporting on the accounts of a liquidator under subsection 481 (1) must:

(a) file a copy of that report in a sealed envelope; and

(b) serve a copy of that report on the liquidator and on the Commission.

“(3) A report filed under subrule (2) must not be inspected or used by any person other than the liquidator or the Commission except with the leave of the Court.

Liquidator’s power to require payment of money or transfer of property—section 483

“60. (1) A liquidator may exercise the powers conferred on the Court by subsection 483 (1), as an officer of the Court and subject to the control of the Court, by serving a notice in Form 105 on a person who is a contributory, trustee, receiver, banker, agent or officer of the company.

“(2) A person specified in subrule (1) must comply with a notice served under subrule (1) within the time specified by the liquidator in that notice, or within any extension of that time given by the liquidator in writing.

“(3) On the application of the liquidator made by notice of motion filed in this winding up proceedings, the Court may order that money, property or books in the hands of a person specified in subrule (1) be paid, delivered, conveyed, surrendered or transferred to the liquidator as required by a notice served under subrule (1).

Calls upon contributories with the sanction of a committee of inspection—sections 483 and 488

“61. (1) This rule applies to this making of a call upon a contributory with the sanction of the committee of inspection under paragraph 488 (2) (a).

“(2) For the purpose of seeking the sanction of a committee of inspection to the making of a call, the liquidator must:

(a) call a meeting of the committee of inspection by serving notice in Form 106 together with a statement in support of the proposal for the call on every member of the committee in sufficient time to reach the member not later than 7 days before the date of the meeting; and

(b) publish notice of the meeting in Form 107 in the manner prescribed by rule 104 or in any other manner directed by the Court; and

(c) make the statement referred to in paragraph (a) of this subrule available to any contributory of the company, on that contributory’s request.

“(3) The statement referred to in paragraph (a) of subrule (2) must state:

(a) the amount due in respect of the debts proved and admitted against the company, the estimated amount of the costs, charges and expenses of and incidental to the winding up of the company, and the total of those amounts; and

(b) the amount likely to be realised from the assets of the company; and

(d) that there is no property of the company other than the property specified in paragraphs (b) and (c); and

(e) the number of persons contained in the list of contributories of the company and the total number of shares held by those persons; and

(f) the liquidator’s estimate of the amount required to satisfy the debts and liabilities of the company and the costs, charges and expenses of and incidental to the winding up of the company, taking into account the amounts referred to in paragraphs (b) and (c); and

(g) the amount of the call per share which the liquidator believes

should be made to provide the amount specified in paragraph (f), having regard to the probability that some of the contributories will partly or wholly fail to pay the amount of the call.

“(4) Before approving a proposed call, the committee of inspection must consider any representations made by a contributory to the liquidator or to any member of the committee, either in writing prior to the meeting or orally prior to or at the meeting.

“(5) The resolution of a committee of inspection approving a call may be in Form 108 and must be passed by a majority of members present.

“(6) If a committee of inspection sanctions the making of a call, a liquidator appointed by the Court must file a notice in Form 109 showing the amount of the call per share.

“(7) Notice of a call made upon a contributory within the scope of this rule must be given to the contributory in Form 110, annexing a copy of the resolution of the Committee of Inspection sanctioning the making of the call.

“(8) The Court may direct that a resolution of the committee of inspection approving the making of a call be advertised.

Calls upon contributories by leave of the Court—sections 483 and 488

“62. (1) This rule applies to the making of a call upon a contributory by leave of the Court under paragraph 488 (2) (a).

“(2) An application to the Court for leave to make a call must:

(a) state that the applicant seeks leave under paragraph 488 (2) (a) to make a call upon contributories of the company; and

(b) specify the amount of the proposed call per share; and

(c) specify the name and address of each person upon whom the call is proposed to be made, and the basis upon which it is said that each person is a contributory of the company; and

(d) be supported by an affidavit in Form 111.

“(3) Unless the Court directs that notice of the application for leave to make a call may be given by advertisement in Form 112 without a separate notice to each contributory, a copy of the application must be served on each contributory on whom it is proposed to make a call.

“(4) The copy of the application served on a contributory under subrule (3) must show the amount of the call proposed to be made on that contributory.

“(5) A personal who intends to appear at the hearing of the application must:

(a) file a notice of appearance in Form 79 together with any affidavit on which he or she intends to rely; and

(b) serve that notice of appearance and affidavit on the liquidator;

not later than 2 days before the date appointed for the hearing.

“(6) At the first directions hearing or any subsequent directions hearing, the Court may direct the liquidator or his or her solicitors to prepare and file a list in Form 80 of the names and addresses of persons who have given notice of their intention to appear in the proceedings.

“(7) The order of the Court granting leave to make a call may be in Form 113.

“(8) A liquidator who obtains leave of the Court to make a call must file a notice in Form 109 showing the amount of the call per share.

“(9) Notice of a call upon a contributory within the scope of this rule must be given to the contributory in Form 114, annexing a copy (which need not be an office copy) of the order of the Court granting leave to make the call.

“(10) The Court may direct that the order granting leave to make the call be advertised.

Application for order for payment of call—section 483

“63. (1) Where a liquidator applies for an order under paragraph 483 (3) (b) for payment of a call, the evidence bought in support of the application must include an affidavit in Form 115.

“(2) An order for payment of a call under paragraph 483 (3) (b) may be in Form 116.

Powers delegated to liquidator by the Court—section 488

“64. (1) Subject to:

(a) the Corporations Law; and

(b) the Corporations Regulations; and

the powers and duties conferred on the Court by Part 5.4 of the Corporations Law in respect of:

(d) the holding and conduct of meeting to determine the wishes of creditors and contributories; and

(e) the payment delivery, conveyance, surrender or transfer of money, property or books to the liquidator; and

(f) the making of calls and the adjustment of the rights of contributories among themselves and the distribution of any surplus among the persons entitled to it; and

(g) the fixing of a time within which the debts and claims must be proved;

may be exercised by the liquidator as an officer of the Court and subject to the control of the Court.

Appointment of temporary joint liquidator

“65. (1) A liquidator of a company (in this rule referred to as the “appointed liquidator”) may apply to the Court by notice of motion in the winding up proceedings for the appointment of another official liquidator (in this rule referred to as the “joint liquidator”) to have all of the powers and duties of the appointed liquidator jointly and severally with the appointed liquidator for a limited period.

“(2) The appointed liquidator must file together with a notice of motion under subrule (1) a consent in writing of the joint liquidator in or substantially in Form 89 together with an affidavit stating:

(a) the reasons why the appointed liquidator seeks the appointment of the joint liquidator; and

(b) that any Committee of Inspection in the winding up has approved the appointment of the joint liquidator.

“(3) On hearing an application under subrule (1), the Court may appoint the joint liquidator to be the liquidator jointly and severally with the appointed liquidator for such period as it thinks fit, and on such terms and conditions as it thinks fit.

“(4) Within 7 days of the appointment of a joint liquidator under this rule, the appointed liquidator must give notice of that appointment to the Commission.

“(5) Any remuneration of a joint liquidator appointed under this rule:

(a) will be dealt with as part of the remuneration of the appointed liquidator; and

(b) must be paid to the joint liquidator by the appointed liquidator when the appointed liquidator receives remuneration for the period during which the joint liquidator held office.

“(6) A joint liquidator appointed under this rule is not entitled to apply for release under rule 58 on the conclusion of his or her appointment.

“(7) If the appointed liquidator applies for release under rule 58, he or she must also apply for the release of the joint liquidator. In granting a release to the appointed liquidator under rule 58, the court may also release the joint liquidator.

“(8) Subrule 58 (4) applies, with such adaptations as may be necessary, to an application for the release of a joint liquidator filed by the appointed liquidator under this rule.

Taxation of costs of agents of and persons employed by liquidator

“66. (1) Unless the Court orders to the contrary, where the costs, charges or expenses of a solicitor, special manager, auctioneer, broker or other person employed by the liquidator appointed by the Court exceed $7,500, the liquidator must request the person who provided the services to deliver to the liquidator a bill of that person’s costs, charges or expenses for the purpose of taxation. Such a request must be made in Form 117.

“(2) An application by the liquidator for an order that the liquidator need not request delivery of a bill of costs, charges or expenses which exceeds $7,500 for the purposes of taxation may be made by notice of motion in the winding up proceedings.

“(3) A notice of motion filed under subrule (2) and any supporting affidavit must be served on the Commission as soon as is practicable, and in any event not later than 14 days after the date of filing.

“(4) The Court may direct that notice of an application under subrule (2) be published by advertisement or otherwise, and may adjourn the hearing of the application to enable such publication to take place.

“(5) Where the costs, charges or expenses of a solicitor, special manager, auctioneer, broker or other person employed by a liquidator appointed by the Court do not exceed $7,500, the liquidator may request the person who provided the services to deliver to the liquidator a bill of that person’s costs, charges or expenses for the purpose of taxation. Any such request may also be made in Form 117.

“(6) A request by a liquidator that a bill of costs in taxable form be delivered must:

(a) be made a reasonable time before the declaration of a dividend in the winding up; and

(b) specify a time by which the bill should be delivered; and

(c) allow a reasonable time for the person who provided the services to prepare the bill, having regard to the scope of those services.

“(7) The person who provided the services must deliver a detailed bill in taxable form giving full particulars of his or her costs, charges and expenses to the liquidator within the time specified in the request by the liquidator.

“(8) If a person required to deliver a bill in taxable form under subrule (7) does not deliver such a bill within the time specified in the notice under subrule (6), or within such extended time as the Court may allow:

(a) the liquidator may disregard that person’s claim in declaring and distributing a dividend in the winding up; and

(b) that person’s claim against the assets of the company for the

costs, charges and expenses which were the subject of the request to deliver a bill will be forfeited, unless the Court orders to the contrary.

“(9) A liquidator must file a bill delivered following a request under subrule (1) or subrule (2) with the Registrar for taxation. Together with a bill delivered for taxation, the liquidator must provide the Registrar with a certificate setting out any special terms of remuneration agreed between the liquidator and a person employed by him in a winding up by the Court.

“(10) The taxing officer must appoint a time and place for taxation of a bill of costs, charges or expenses and give notice of that time and place to the liquidator. The liquidator must then give at least 10 days’ notice of that time and place to the person who provided the services to which the bill refers.

“(11) The liquidator, the person who provided the services to which the bill refers and the Commission are entitled to attend on taxation of the bill.

“(12) On taxaton of the bill of costs, the taxing officer may require the liquidator and the party who provided the services to the liquidator to provide all documents and to give all information relevant to the fixing of proper charges for those services.

“(13) Following taxation of the bill, the taxing officer must issue a certificate of taxation to the liquidator and to the person by whom the bill was delivered.

“(14) Every taxation of costs and every decision of a taxing officer under this rule is subject to review by a Judge. An application for review of the decision of a taxing officer may be made by notice of motion in the winding up proceedings.

“(15) A liquidator or special manager who is remunerated for his services as liquidator or special manager in a winding up by the Court will not be allowed payment for the performance by any other person of duties which would ordinarily be performed by the liquidator or special manager.

“(16) A liquidator who is a solicitor may contract that the remuneration for his services as liquidator includes all professional services.

“(17) Order 65 of these Rules applies so far as it is capable of application and with such adaptations as may be necessary to the taxing of costs under this rule.

Appointment of a special manager—section 484

“67. (1) A liquidator may apply for the appointment of a special manager by notice of motion in the winding up proceedings.

“(2) A notice of motion filed under this rule must be accompanied by an affidavit setting out:

(a) the circumstances making it proper that a special manager should be appointed; and

(b) details of the remuneration which it is proposed be paid to the special manager; and

(c) whether any committee of inspection in the winding up or a meeting of creditors has approved the appointment of a special manager.

“(3) In an order appointing a special manager, the Court may:

(a) limit the powers conferred on the special manager; and

(b) direct the manner in which any security is to be given by the special manager; and

(d) direct that the remuneration of the special manager be fixed subsequenty by the liquidator, any committee of inspection or a meeting of creditors.

“(4) The Court may treat security as sufficiently given by the special manager if it is given in respect of the particular winding up to which he or she is appointed.

“(5) The Court may from time to time direct that the amount of the security given by the special manager be varied.

“(6) Unless the Court otherwise directs, the costs of furnishing the security given by a special manager in respect of a particular winding up will be expenses of the liquidator personally and must not be charged against the assets of the company as an expense incurred in the winding up.

Accounts of a special manager—section 484

“68. (1) Subject to any order of the Court to the contrary, the special manager must furnish accounts to the liquidator under paragraph 484 (2) (a).

“(2) Accounts furnished to the liquidator under subrule (1) must include a statutory declaraton in Form 118 verifying the accounts.

“(3) After the accounts of the special manager have been approved by the liquidator, the total of receipts and payments by the special manager must be included in the liquidator’s accounts.

Default by a special manager

“69. (1) If:

(a) a special manager fails to comply with a requirements of this Order or with any order or direction of the Court, including an order to give security or give additional security; or

(b) any condition upon which the special manager was appointed or gave security is breached; or

(c) if the liquidator forms the opinion that the value of any security given by the special manager has materially diminished;

the liquidator must apply to the Court for directions in respect of that matter.

“(2) An application for directions under subrule (1) may be made by filing a notice of motion in the winding up proceedings together with an affidavit setting out the circumstances giving rise to the failure to comply, the breach of condition or the diminution in the value of the security.

“(3) On an application under subrule (1), the Court may make such orders and give such directions as it thinks fit, including an order terminating the appointment of the special manager and an order as to costs.

“(4) Without limiting subrule (3), if a special manager does not pay into the Court any sum shown by his or her account to be due from the special manager as required by these Rules or by an order or direction of the Court, the Court may charge the special manager with interest on that sum while in his or her possession at the rate prescribed for payment of interest by a receiver under Order 52, rule 20.

“(5) This rule does not limit the powers of the Court relating to the enforcement of orders or the punishment of contempt.

“Division 11—Voluntary winding up (Part 5.5)

Proceedings against company after commencement of a creditors’ voluntary winding up—section 500

“70. (1) If an action or other civil proceeding was commenced prior to the commencement of a creditors’ voluntary winding up of a company, an application under subsection 500 (2) for leave to proceed with that action or proceeding may be made by notice of motion in that action or proceeding.

“(2) An application for leave to commence an action or civil proceeding against a company under subsection 500 (2) after the commencement of a creditors’ voluntary winding up of a company may be made in Form 5.

Appointment or removal of liquidator in the course of a voluntary winding up—sections 502 and 503

“71. (1) An application for:

(a) the appointment of a liquidator under section 502; or

(b) the removal of a liquidator for cause and the appointment of another liquidator under section 503;

may be made by a member, creditor or officer of the company or by the Commission.

“(2) Evidence brought by the applicant in support of an application for the removal of a liquidator for cause must include an affidavit:

(a) stating any material facts relied upon by the applicant in support of the application; and

(b) identifying the grounds on which it is said that the liquidator should be removed.

Application to Court to have question determined or power exercised— section 511

“72. (1) An application to the Court for:

(a) a determination of a question arising in the winding up of a company under paragraph 511 (1) (a); or

(b) the exercise of a power by the Court under paragraph 511 (1)(b);

must indicate the queston which is sought to be determined or the power which is sought to be exercised.

“(2) An application under subrule (1) must be accompanied by an affidavit setting out the prescribed information and any other matters known to the applicant and material to the application, which may be in or substantially in Form 128.

“(3) The Court may direct that notice of an application under section 511 be given by advertisment or otherwise to such persons or classes of persons as the Court determines, and may adjourn the application for that purpose.

“Division 12—Winding up generally (Part 5.6)

Supervision of liquidators by the Court—section 536

“73. (1) A complaint to the Court under paragraph 536 (1) (b) may be made by filing a notice of motion seeking an inquiry in respect of the complaint and an affidavit setting out the relevant circumstances in the proceedings for the winding up order.

“(2) A report to the Court by the Commission under subsection 536 (2) may be made by filing:

(a) a notice of motion seeking orders in respect of the report; and

(b) an affidavit setting out the relevant circumstances or annexing a copy of the report;

in the winding up proceedings.

“(3) A report made under subsection 536 (2) must not be inspected or used except with the leave of the Court.

“(4) The Commission, a creditor or contributory, or a person aggrieved by the conduct of the liquidator may seek an order that the liquidator or any other person be examined under subsection 536 (3) by filing a notice of motion in the proceedings for the winding up order.

“(5) Rule 81 applies, with such adaptations as may be necessary, to an examination under subrule (4).

Meetings of creditors or contributories—section 547

“74. (1) Unless the Court orders to the contrary, notice of a meeting of creditors or contributories convened under subsection 547 (1) must be published in the manner prescribed by rule 104 not later than 7 days before the date of the meeting.

“(2) A person who is appointed by the Court to act as chairman of a meeting of creditors or contributories under subsection 547 (1) must file a report of the result of that meeting in Form 119 with the Registrar.

Appointment of committee of inspection—section 548

“75. (1) Any application to the Court to resolve a difference between the determinations of meetings of creditors and of contributories under subsection 548 (2) must be made by filing an application in Form 5 and an affidavit setting out the relevant circumstances.

“(2) In proceedings under this rule, the Court may:

(a) appoint a time for hearing the proceedings; and

(b) give directions for service of notice of the hearing or for publication of notice of the hearing or both; and

Application by liquidator for direction or permission if no Committee of Inspection is appointed—section 552

“76. An application to the Court by a liquidator under section 552 must indicate the matter in respect of which the liquidator seeks the action, direction or permission of the Court.

Disclaimer of onerous property—section 568

“77. (1) An application:

(a) under subsection 568 (2), for the extension of the period in which a disclaimer may be made; or

(b) under subsection 568 (6), for leave to disclaim a lease; or

(d) under subsection 568 (11), for the vesting or delivery of disclaimed property;

may be made by notice of moton in the proceedings for the winding up order.

“(2) A liquidator who has been required to apply to the Court for leave to disclaim a lease under subsection 568 (6) must file an affidavit stating:

(a) the persons interested in the lease and the nature of their interests; and

(b) the reasons why it is said to be just to grant leave to disclaim.

“(3) An affidavit filed under subrule (2) must be served on any person interested in the lease.

Application to Court to declare dissolution of company void—section 571

“78. (1) Any application for an order declaring the dissolution of a company to have been void must be made in Form 5 and must state:

(a) the nature of the applicant’s interest; and

(b) the grounds on which it is said that the dissolution should be declared void.

“(2) Evidence brought by the applicant in support of an application under section 571 must include an affidavit setting out the prescribed information, which may be in or substantially in Form 128.

“(3) Unless the Court orders to the contrary, notice in Form 120 of an application must be published in the manner prescribed by rule 104 not later than 7 days before the date appointed for directions under Order 2a, rule 8.

“(4) A person who intends to appear on the date appointed for directions under Order 2a, rule 8 must:

(a) file a notice of appearance in Form 79; and

(b) serve that notice of appearance on the applicant;

not later than 2 days before the date appointed for directions.

“(5) At the first directions hearing or any subsequent directions hearing, the Court may direct the applicant or its solicitors to prepare and file a list in Form 80 of the names and addresses of persons who have given notice of their intention to appear in the proceedings.

Winding up Part 5.7 bodies—sections 583 and 585

“79. Rules 35 to 78 (inclusive) of this Order apply to the winding up of a body to which Part 5.7 of the Corporations Law applies, with such adaptations as may be necessary.

Application for leave to commence or continue proceedings against a contributory of a Part 5.7 body after a winding up order—section 587

“80. (1) Rule 44 of this Order applies, with such adaptations as may be necessary, to an application for an order staying or restraining proceedings under subsection 467 (7), as applied by subsection 587 (1) to an application by a creditor to stay or restrain an action or civil proceeding against a contributory of a Part 5.7 body.

“(2) If:

(a) an order has been made for the winding up of a Part 5.7 body; and

(b) an action or other civil proceeding against a contributory of the Part 5.7 body was commenced prior to the making of the order;

an application under subsection 587 (2) for leave to proceed with that action or civil proceeding may be made by notice of motion in that action or proceeding or in the proceedings for the winding up order.

“(3) If:

(a) an order has been made for the winding up of a Part 5.7 body; and

(b) a person seeks leave to commence an action or civil proceedings against a contributory of the Part 5.7 body under subsection 587 (2);

an application for leave may be made by notice of motion in the proceedings for the winding up order.

“Division 13—Miscellaneous (Part 5.9)

Examinations of persons concerned with corporations—section 597

“81. (1) An application under section 597 may be made:

(a) by notice of motion in any proceedings for the winding up of the company; and

(b) in any other case, and subject to subrule (2), by application in or substantially in Form 5.

“(2) At the time an applicant files an application for an order for the examination of a person under section 597, the Registrar’s office must allocate a date for hearing that application.

“(3) An application for an order for examination under this rule, showing the date for hearing allocated under subrule (2), must be served on:

(a) any liquidator appointed to the corporation concerned, unless the liquidator is the applicant; and

(b) the Commission, unless the Commission is the applicant.

Unless the Court directs to the contrary, the application need not be served on any other person.

“(4) An affidavit in support of an application for an order under section 597:

(a) must be accompanied by a draft of the order sought in Form 121; and

(b) may, at the option of the applicant, be filed in a sealed envelope.

“(5) If an order for an examination is made, a notice in Form 122 together with an office copy of the order made under subsection 597 (3) must at least 5 days before the date set for the examination:

(a) be personally served on the person who is to be examined or served in such other manner as the Court may direct; and

(b) be served on any liquidator appointed to the corporation concerned, unless the liquidator is the applicant; and

“(6) Unless the Court orders to the contrary, the applicant must publish notice in Form 123 of the time and place appointed for the holding of an examination in the manner prescribed by rule 104. Unless the Court orders to the contrary, publication of the time and place of an adjourned hearing is not required.

“(7) A person served with an order under this rule may apply to discharge that order by filing, within 3 days of service of the order:

(a) a notice of motion in the proceedings in which the order was granted seeking that the order be discharged; and

(b) an affidavit setting out the material facts and matters relied on by the person seeking to discharge the order for the examination.

“(8) A notice of motion and affidavit filed under subrule (7) must forthwith be served on:

(a) any liquidator appointed to the corporation concerned; and

(b) the Commission.

“(9) The applicant for an order for an examination, the liquidator of the company and the Commission may:

(a) attend an examination of a person under section 597 in person or by counsel or solicitor; and

(b) put such questions to the person examined as the Court permits.

“(10) An application under subsection 597 (4) for a direction that an examination be held in private may be made:

(a) in writing prior to the commencement of the examination; or

(b) orally at the commencement of or in the course of the examination.

“(11) If the Court orders under subsection 597 (13) that a written record be kept of the questions put to a person and of his or her answers at an examination:

(a) the applicant must file that written record in the Registrar’s office; and

(b) if the Court has so required under subsection 597 (13), that written record must be signed by the person who was examined, at such time as the Court directs.

“(12) A person who is examined under section 597 may apply in writing to the Registrar to be provided with a copy of the written record of the examination, and must be given such a copy on payment of the prescribed fee.

“(13) For the purposes of subsection 597 (14), a transcript of an examination may be authenticated by a certificate in Form 124 signed by the person who made the transcript or by a responsible officer of the Commonwealth Reporting Service, as the case may be, certifying the transcript to be a correct record of the examination.

“(14) A written record or transcript of an examination under section 597 which was held in private (or of any part of an examination held in private) may be inspected, without the leave of the Court, by:

(a) the liquidator of the corporation concerned; or

(b) the Commission or a person authorised by the Commission.

That record or transcript must not be inspected or used by any other person except with the leave of the Court.

“(15) Without limiting any right of inspection otherwise available under Order 46, rule 6, a written record or transcript of an examination held in public (or of any part of an examination held in public) may be inspected without the leave of the Court by:

(a) the liquidator; or

(b) the Commission or a person authorised by the Commission; or

“(16) The Registrar may prescribe a form of aplication to be completed by a person who seeks to inspect a record or transcript of an examination under subrule (15).

“(17) The powers of the Court in respect of an examination under section 597 may be exercised by the Master or the Registrar.

Default in relation to an examination under section 597

“82. (1) If the powers of the Court in relation to an examination under section 597 are exercised by the Master or the Registrar under subrule 81 (17), and a person (in this rule referred to as “the person in default”) refuses or fails:

(a) in contravention of subsection 597 (6), to attend the examination as required by an order under subsection 597 (3) or to attend from day to day until the conclusion of the examination; or

(b) in contravention of subsection 597 (7), to take the oath; or

(c) in contravention of subsection 597 (8), to answer a question which he or she is directed by the Master or the Registrar to answer; or

(d) in contravention of subsection 597 (9), to produce books; or

(e) in contravention of a direction made by the Court under subsection 597 (13), to sign the written record of the examination;

the Master or the Registrar must, on the request of a person who appeared at the examination, give to that person a signed certificate in Form 125 of the refusal or failure.

“(2) On application by a person who appeared at an examination under section 597, made by notice of motion in the proceedings in which the Court ordered that the examination take place, the Court may order the person in default to do the relevant act and to pay any costs resulting from the refusal or failure.

“(3) Unless the Court directs to the contrary, an applicant for an order under subrule (2) must file a certificate given by the Master or the Registrar under subrule (1) in support of the application and need not file any other evidence in support of the application.

“(4) If a person who is examined under section 597 behaves in a manner which, in the opinion of the Master or the Registrar conducting that examination, may constitute a contempt of court, the Master or the Registrar may adjourn the examination for hearing before a Judge.

“(5) For the purposes of subrule (4), a written report by the Master or the Registrar of any relevant matters arising at the examination constitutes prima facie evidence of those matters in proceedings before the Judge.

Orders under section 598 or section 599

“83. (1) This rule applies to an application for an order against a person concerned with a corporation under section 598 and to an application for an order prohibiting a person from managing a corporation under section 599.

“(2) The evidence in support of the application must include:

(a) an affidavit made not earlier than 7 days before the application

is filed setting out the prescribed information, which may be in or substantially in Form 128; and

(b) an affidavit made not earlier than 7 days before the application is filed setting out:

(i) any other material facts to be relied upon by the applicant in support of the application; and

(ii) a statement of the grounds of the application.

(a) the person in relation to whom orders are sought; and

(b) the corporation or body corporate to which the application relates and any liquidator, provisional liquidator or official manager of that corporation or body corporate; and

“Division 14—Chapters 6 and 7 of the Corporations Law

Proceedings under Chapters 6 or 7 of the Corporations Law

“84. If the Commission is not a party to an application made under Chapter 6 or 7 of the Corporations Law, the applicant must serve a copy of the application and of any supporting affidavit on the Commission as soon as practicable after filing the application, and in any event not later than 14 days after the date of filing the application.

Orders in respect of agreement, payment or benefit—section 740

“85. (1) An application under section 740 must be accompanied by an affidavit which:

(a) sets out the grounds on which it is said that section 740 applies to an agreement, payment or benefit entered into, made or provided by a body corporate or a related body corporate; and

(b) if the applicant is a person or persons referred to in subparagraph 740 (5) (b) (iii), states:

(i) the number of shares in the body corporate or related body corporate held by that person or persons; and

(ii) the grounds on which it is said the applicant falls within that subparagraph.

“(2) As soon as practicable after filing:

(a) the application; and

(b) the accompanying affidavit;

and in any event not later than 14 days after the date of filing the application, the applicant must serve the application and that affidavit or the statement of claim on:

(d) the person said to have been party to the agreement or to have received the payment or benefit, and

(e) on any other person against whom orders are sought in the application.

Orders in respect of contravention by substantial shareholder— section 741

“86. (1) An application under section 741 must be accompanied by an affidavit setting out:

(a) the grounds on which it is said that the person concerned is or was a substantial shareholder of the company for the purposes of Part 6.7; and

(b) the grounds on which it is said that the person concerned contravened section 709, 710 or 711, as the case may be; and

“(2) As soon as practicable after filing:

(a) the application; and

(b) the accompanying affidavit;

and in any event not later than 14 days after the date of filing the application, the applicant must serve the application and that affidavit on:

(d) the person said to have been a substantial shareholder; and

(e) any other person against whom orders are sought in the application.

Application for order of Court declaring that an act, document or matter is not invalid—section 743

“87. (1) The evidence in support of an application for an order declaring an act, document or matter not to be invalid because of a contravention of Chapter 6 must include an affidavit setting out:

(a) the nature of the contravention of Chapter 6 in relation to which the order is sought; and

(b) the nature of the applicant’s interest in the matter; and

(c) the grounds on which it is said that the contravention should be excused, including any matter relevant to subsection 743 (3); and

(d) any other material facts to be relied upon by the applicant in support of the application.

“(2) As soon as practicable after filing the application and the affidavit in support of the application, and in any event not later than

14 days after the date of filing the application, the applicant must serve the application and that affidavit on:

(a) the Commission; and

(b) any person who, to the knowledge of the applicant, has an interest which is or may be affected by the contravention.

Application for order varying an agreement with a non-licensee— section 799a

“88. (1) An application for an order under section 799a must be accompanied by an affidavit:

(a) setting out details of the agreement between the applicant and a non-licensee which is sought to be varied and annexing a copy of that agreement; and

(b) setting out evidence that the applicant has given notice to the non-licensee under section 798; and

(c) setting out a statement of the identity of any person (other than the non-licensee) who, to the knowledge of the applicant, has or may have acquired a right or estate in property in the manner specified in section 799, and details of that right or estate in property; and

(d) setting out any other material facts relied upon by the applicant in support of the application.

“(2) As soon as practicable after filing the application and accompanying affidavit, and in any event not later than 14 days after the date of filing that application, the applicant must serve the application and that affidavit on:

(a) the non-licensee; and

(b) on any person who, to the knowledge of the applicant, has or may have acquired a right or estate in property in the manner specified in section 799.

Orders and directions under section 877

“89. An application for an order under section 877 and any affidavit on which the applicant intends to rely in support of the application must be served on:

(a) the Commission; and

(b) the person whose bank accounts were subject to the order under section 874.

Proceedings against securities exchange to establish claim against fidelity fund—section 911

“90. (1) Where the board of a securities exchange refuses leave to a person to bring proceedings to establish a claim against the fidelity fund of that securities exchange, an application to the Court under subsection 911 (3) for leave to bring proceedings must be accompanied by an affidavit:

(a) setting out any material facts relied upon by the applicant in support of the application for leave; and

(b) setting out the grounds on which it is said that leave should be granted; and

(c) annexing a copy of any reasons given by the board of the securities exchange for refusing leave to bring the proceedings.

“(2) A person who takes proceedings under section 911 to establish a claim against the fidelity fund of a securities exchange must file, together with the application commencing the proceedings, an affidavit:

(a) stating whether the board of the securities exchange has disallowed the claim, and annexing any notice of disallowance of the claim given under subsection 911 (4); and

(b) identifying any previous exercise by the applicant of a right of action or other legal remedy of the kind referred to in paragraph 911 (2) (b); and

(c) stating whether the applicant has been given leave by the board of the securities exchange or by the Court to bring proceedings; and

(d) setting out any material facts relied upon by the applicant to establish the claim.

“(3) An applicant who has been given leave by the Court to bring proceedings to establish a claim against the fidelity fund of a securities exchange under subsection 911 (3) may bring that claim in the proceedings in which leave was granted. At the time of granting leave, the Court may give further directions as to:

(a) any further documents to be filed by the applicant in support of the claim; and

(b) the subsequent conduct of the proceedings.

Application for directions by trustee for debenture holders—section 1057

“91. (1) An application by the trustee for the holders of debentures of a corporation for:

(a) directions under paragraph 1057 (1) (a); or

(b) for the determination of a question in relation to the interests of debenture holders under paragraph 1057 (1) (b);

must indicate the matters as to which directions are sought or the question which is sought to be determined.

“(2) An application under subrule (1) must be accompanied by an affidavit made by a responsible officer of the trustee for debenture holders setting out any matters known to the trustee and material to the application.

Summons for appearance of a person—subsection 1092 (3)

“92. (1) A person may apply to the Court for the issue of a summons under subsection 1092 (3) by filing an application in Form 5 and an affidavit setting out the relevant circumstances.

“(2) Unless the Court directs to the contrary, an application and any supporting affidavit filed under this rule need not be served on any other person.

“(3) Unless the Court orders to the contrary, a summons issued under this rule must be in Form 126.

Orders relating to refusal to register transfer or transmission—section 1094

“93. (1) This rule applies to an application for an order that a transfer or transmission of shares in, debentures of, or interests made available by a company be registered; or for any other order under section 1094.

“(2) The evidence in support of the application must include an affidavit made not earlier than 7 days before the application is filed setting out:

(a) the prescribed information; and

(b) any other material facts relied on by the applicant in support of the application;

which may be in or substantially in Form 128.

(a) the company; and

(b) any person against whom orders are sought in the application.

“Division 15—Chapter 8 of the Corporations Law

Appeal against a decision of a futures exchange or futures association-section 1135

“94. (1) An appeal against a decision of a futures exchange or futures association under section 1135 may be brought by an application in Form 5 which:

(a) states whether the whole or part only of the decision is complained of and, if part only, identifies that part; and

(b) states concisely the grounds of appeal.

“(2) An application referred to in subrule (1) must be served on the futures exchange or futures organisation concerned.

Application for order varying agreement with a non-licensee—section 1165a

“95. (1) An application for an order under subsection 1165a must be accompanied by an affidavit setting out:

(a) details of the agreement between the applicant and a non-licensee which is sought to be varied, annexing a copy of that agreement; and

(b) evidence that the applicant has given notice to the non-licensee under section 1164; and

(c) a statement of the identity of any person (other than the non-licensee) who, to the knowledge of the applicant, has or may have acquired a right or estate in property in the manner specified in section 1165 and details of that right or estate; and

(d) any other material facts relied upon by the applicant in support of the application.

“(2) As soon as practicable after filing the application and accompanying affidavit, and in any event not later than 14 days after the date of filing the application, the applicant must serve the application and that affidavit on:

(a) the non-licensee; and

(b) any person who, to the knowledge of the applicant, has or may have acquired a right or estate in property in the manner specified in section 1165.

Application for an order under section 1224 or 1226

“96. (1) An application under section 1224 must be served on:

(a) the Commission, if the Commission is not the applicant; and

(b) the futures organisation concerned, if that futures organisation is not the applicant; and

“(2) An application for an order under section 1226 and any affidavit on which the applicant intends to rely in support of the application must be served on:

(a) the Commission; and

(b) the futures organisation concerned, if any; and

Proceedings against futures organisation to establish claim against fidelity fund—section 1243

“97. (1) Where the board of a futures organisation refuses leave to a person to bring proceedings to establish a claim against the fidelity fund of that futures, organisation, an application to the Court under

subsection 1243 (3) for leave to bring proceedings must be accompanied by an affidavit:

(a) setting out any material facts relied upon by the applicant in support of the application for leave; and

(b) setting out the grounds on which it is said that leave should be granted; and

(c) annexing a copy of any reasons given by the board of the futures organisation for refusing leave to bring the proceedings.

“(2) A person who takes proceedings under section 1243 to establish a claim against the fidelity fund of a futures organisation must file, together with the application commencing the proceedings, an affidavit:

(a) stating whether the board of the futures organisation has disallowed the claim, and annexing any notice of disallowance of the claim under subsection 1243 (4); and

(b) identifying any previous exercise by the applicant of a right of action or other legal remedy of the kind referred to in paragraph 1243 (2) (b); and

(c) stating whether the applicant has been given leave by the board of the futures orgaination or by the Court to bring proceedings; and

(d) setting out any material facts relied upon by the applicant to establish the claim.

“(3) An applicant who has been given leave by the Court to bring proceedings to establish a claim against the fidelity fund of a futures organisation under subsection 1243 (3) may bring that claim in the proceedings in which leave was granted. At the time of granting leave, the Court may give further directions as to:

(a) any further documents to be filed by the applicant in support of the claim; and

(b) the subsequent conduct of the proceedings.

“Division 16—Powers of the Courts (Part 9.5)

Appeals from the Administrative Appeals Tribunal—section 1317b

“98. Order 53 applies to an appeal to the Court from a decision of the Administrative Appeals Tribunal exercising jurisdiction under section 1317b.

Application for relief under subsection 1318 (2)

“99. (1) An application under subsection 1318 (2) for relief from liability must be accompanied by an affidavit setting out:

(a) the nature of the claim in relation to which the applicant seeks relief; and

(b) the basis of the applicant’s apprehension that such a claim will or might be made; and

(d) which of paragraphs (a)-(d) of subsection 1318 (4) applies to the applicant; and

(e) the name of the corporation in respect of which the applicant occupied a position specified in subsection 1318 (4).

“(2) Unless the Court orders to the contrary, the applicant must serve the application and affidavit required by subrule (1) on:

(a) each of the persons specified in that affidavit as a possible claimant; and

(b) the corporation in respect of which the applicant occupied a position referred to in subsection 1318 (4).

Appeals from decisions of administrator, receiver, official manager, liquidator etc.—section 1321

“100. (1) An appeal in respect of the act, omission or decision of:

(a) a person administering a compromise, arrangement or scheme referred to in Part 5.1;

(b) a receiver or a receiver and manager of property of a corporation; or

(d) a liquidator or provisional liquidator;

may be brought by an application in Form 5 stating the act, omission or decision complained of and stating concisely the grounds of appeal.

“(2) Unless the Court grants an extension of time to commence the appeal, an application under section 1321 must be commenced by filing the application within 21 days of the act, omission or decision from which the appeal is brought.

“(3) As soon as practicable after filing the application and accompanying affidavit, and in any event not later than 14 days after the date of filing the application the applicant must serve the application and that affidavit on the person responsible for the act, omission or decision from which the appeal is brought.

“(4) As soon as practicable after being served with any application appealing against an act, omission or decision for which he or she was responsible, a person specified in paragraphs (a)-(d) of subrule (1) must file an affidavit:

(a) setting out any material upon which he or she based the act, omission or decision which is the subject of appeal; and

(b) annexing copies of all relevant documents which have not been put in evidence by the applicant.

Irregularities—section 1322

“101. An application for an order under section 1322 made in or for the purposes of or in relation to any proceedings in the Court may be made by notice of motion in those proceedings.

Intervention by Commission in proceedings—section 1330

“102. (1) The Commission may intervene in a proceeding relating to a matter arising under the Corporations Law by:

(a) filing a notice of intervention in Form 127; and

(b) serving a copy of that notice on each other party to the proceedings.

“(2) When a notice of intervention is filed by the Commission under subrule (1), the Court may give such directions as it thinks fit as to any affidavits to be filed by the Commission and as to the subsequent conduct of proceedings.

Meetings ordered by the Court

“103. Subject to the Corporations Law, this Order and any direction of the Court to the contrary, the provisions of Part 3 of Chapter 5 of the Corporations Regulations apply to meetings ordered by the Court.

Publication requirements and proof of publication

“104. (1) Where this Order requires that notice of an application be published in the manner prescribed by rule 104, notice must be published:

(a) once in the Gazette; and

(b) once in a prescribed newspaper; and

(c) once in a daily newspaper circulating generally in each State or Territory in which the applicant has reason to believe that the company has carried on business within the previous 6 months.

“(2) Where subrule (1) requires that publication be made once in a prescribed newspaper and once in a daily newspaper circulating generally in each State or Territory in which a company has carried on business within the previous 6 months, it will be sufficient compliance if publication is made once in a prescribed newspaper which also circulates generally in every State or Territory in which the company has carried on business within the previous 6 months.

“(3) For the purposes of this Order, any publication, advertising or gazettal required by the Corporations Law or by this Order may be proved by filing an affidavit by the person responsible for the publication or gazettal or his or her solicitor annexing copies of the relevant advertisement or gazettal and stating that publication or gazettal occurred on a date stated in the affidavit.

“(4) Unless the Court orders to the contrary, any matter which was gazetted or advertised and which was subsequently amended or altered,

or any matter which was wrongly or inaccurately gazetted or advertised, must be re-gazetted or re-advertised with the necessary amendments or alterations.

“Division 17—Australian Securities Commission Law

Reference of question of law arising at a hearing of the Australian Securities Commission to the Court—section 61 of the ASC Law

“105. The procedures specified in Order 50 of the Federal Court Rules apply, with such adaptations as may be necessary, to a reference of a question of law arising at a hearing by the Commission to the Court under section 61.

Proceedings under section 70 of the ASC Law

“106. (1) Proceedings under section 70 of the ASC Law may be commenced by an application in Form 5 claiming an inquiry and orders under that section.

“(2) Subject to the Court’s power to order to the contrary on such terms and conditions as it sees fit, the evidence in support of the application must be given by affidavit.

“(3) The application, the certificate of the Commission under subsection 70 (2) and the affidavit or affidavits in support of the application must be personally served on the person to whom the certificate relates.

Reference of question of law arising at a hearing of the Corporations and Securities Panel to the Court—section 196 of the ASC Law

“107. The procedures specified in Order 50 of the Federal Court Rules apply, with such adaptations as may be necessary, to a reference of a question of law arising at a hearing by the Corporations and Securities Panel to the Court under section 196.

Proceedings under section 201 of the ASC Law

“108. (1) Proceedings under section 201 of the ASC Law may be commenced by an application in Form 5 claiming an inquiry and orders under that section.

“(2) Subject to the Court’s power to order to the contrary on such terms and conditions as it sees fit, the evidence in support of the application must be given by affidavit.

“(3) The application, the certificate of the Corporations and Securities Panel under subsection 201 (2) and the affidavit or affidavits in support of the application must be personally served on the person to whom the certificate relates.

Proceedings under section 219 of the ASC Law

“109. (1) Proceedings under section 219 of the ASC Law may be commenced by an application in Form 5 claiming an inquiry and orders under that section.

“(2) Subject to the Court’s power to order to the contrary on such terms and conditions as it sees fit, the evidence in support of the application must be given by affidavit.

“(3) The application, the certificate of the Companies Auditors and

Liquidators Disciplinary Board under subsection 219 (6) and the affidavit or affidavits in support of the application must be personally served on the person to whom the certificate relates.

“Division 18—Transfer of proceedings

Transfer of proceedings under the Corporations Law

“110. (1) Any application for the transfer of proceedings with respect to a civil matter arising under the Corporations Law or of an application in those proceedings must be made by notice of motion, and must be heard and detemined by a Judge.

“(2) An application under subrule (1) must be supported by an affidavit or affidavits setting out:

(a) a statement of the grounds relied upon to support the application; and

(b) the principal place of business of any body corporate concerned in the proceedings or application; and

(d) any other matters relevant to the application.

“(3) On the transfer of proceedings under the Corporations Law by another court to this Court, the Registrar must enter and number the documents received in respect of those proceedings so that the proceedings are distinguished by year of filing and number.

“(4) Within 28 days of the date on which the order of another court was made transferring the proceedings to this Court, the plaintiff or applicant (as the case may be) must:

(a) file a notice of motion in the proceedings seeking directions as to the subsequent conduct of proceedings; and

(b) serve that notice of motion on each other party to the proceedings.

“(5) If the Court makes an order as to the costs of a proceeding before any other court in a proceedings transferred to this Court, the Court may:

(a) specify the amount of the costs to be allowed; or

(b) order that the costs be taxed in accordance with Order 65; or

12. New Schedule 12

12.1 Add at the end:

SCHEDULE 12 Order 75b, paragraph 2 (2) (b)

FORM 5

APPLICATION

(Order 75b, rule 5)

On the grounds appearing in the accompanying affidavit the applicant claims (where appropriate):

etc.

AND........................................................................................................................

And the applicant claims by way of interlocutory relief:

1. An order (or declaration) that (etc.)

etc.

Date: e.g. 7 May 19

………………………………………………

Signature of applicant or his or her solicitor

To the respondent (address)

A directions hearing in this application (and/or for the applicant’s claim for an interlocutory order) will be heard by the Court at the time and the place specified below.

If there is no attendance before the Court by you or your counsel or solicitor, the application may be dealt with and judgment may be given or an order made in your absence.

Before any attendance you must file an appearance in the Registrar’s office.

Time: (Date and time to be entered by Registrar’s office unless fixed by the Court).

Place: (Address of Court).

(Where the time for service has been abridged, add:

The time by which this application is to be served has been abridged by the Court to (specify time).)

Date: e.g. 7 May 19

……………………………….

Signature of Registrar

The applicant’s address for service is (specify address for service).

—————

“FORM 75

HEAD OF DOCUMENT

(Order 75b, subrule 4 (1))

IN THE SUPREME COURT OF )

THE AUSTRALIAN ) No. of 19

CAPITAL TERRITORY )

IN THE MATTER OF (name of corporation or person to which the proceedings relate)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

Applicant

(specify any further applicants)

Respondent

(specify any further respondents)

(NOTE: The words “(in liquidation)”, “(receiver appointed)”, “(receiver and manager appointed)” or “(under official management)” must be added to the name of a corporation where applicable. The term “Australian Company Number” has the meaning given in rule 2 of Order 75b of the Rules.)

—————

FORM 76

ABBREVIATED HEAD OF DOCUMENT

(Order 75b, subrule 4 (2))

IN THE SUPREME COURT OF )

THE AUSTRALIAN ) No. of 19

CAPITAL TERRITORY )

IN THE MATTER OF (name of corporation or person to which the proceedings relate)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

AB and Others

Applicants

CD and Others

Respondents

—————

FORM 77

APPLICATION BY PERSON AGGRIEVED UNDER SECTION (complete appropriate section number) OF THE CORPORATIONS LAW

(Order 75b, rule 6)

(Heading in Form 75)

Application to (specify nature of application).

The applicant is aggrieved by (specify the decision or conduct which is the subject of the application) because:

etc.

The grounds of the application are:

etc.

The applicant claims:

1. An order (or declaration) that (specify relief sought).

etc.

Date: e.g. 7 May 19

…………………………………………………..

Signature of applicant’s solicitor

Name of applicant’s solicitor:

To the Respondent

(address)

If there is no attendance before the Court by you or by your counsel or solicitor at the time and place specified below, the application may be dealt with and judgment may be given or an order made in your absence.

Before any attendance at that time you must file an appearance in the Registrar’s office.

APPOINTMENT FOR DIRECTIONS HEARING

Time: (date and time to be entered by Registrar’s office unless fixed by Court)

Place: (Address of Court)

(Where the time for service has been abridged, add-

The time by which this application is to be served has been abridged by the Court to (specify time).)

Date: e.g. 7 May 19

……………………………

Registrar

The applicant’s address for service is (specify address for service).

—————

FORM 78

NOTICE OF APPLICATION UNDER SECTIONS 167, 168, 172, 190, 194, 197, 198, 199, 202 OR 1074 OF THE CORPORATIONS LAW

(Order 75b, subrules 12 (5) and 13 (4))

(No heading or title)

NOTICE OF APPLICATION RELATING TO

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

In Proceedings No. of 19 commenced on (date), (name of applicant) will apply to the Supreme Court of the Australian Capital Territory at (time) on (date) at (address of Court) for an order

1. (where an application is made under section 167) for the cancellation of a change of status of (name of company) under section 167;

(where an application is made under section 168) for the cancellation of a change of (name of company) from a public company to a proprietary company (OR from a proprietary company to a public company) under section 168;

(where an application is made under section 172) for the cancellation of an alteration of the memorandum of (name of company) under section 172;

(where an application is made under section 190) confirming the issue of shares in the capital of (name of company) at a discount under section 190;

(where an application is made under section 194) validating an issue or allotment of shares (OR confirming the terms of an issue or allotment of shares) in the capital of (name of company) under section 194;

(where an application is made under section 197 or section 198) setting aside a variation or abrogation of rights attached to shares in the capital of (name of company) under section 197 (OR section 198);

setting aside an alteration of the memorandum of (name of company) under section 197 (OR section 198);

setting aside an alteration of the articles of (name of company) under section 197 (OR section 198);

(where an application is made under section 199) setting aside a variation or abrogation of rights of members of (name of company) under section 199;

setting aside an alteration of the memorandum of (name of company) under section 199;

setting aside an alteration of the articles of (name of company) under section 199;

(where an application is made under section 202) approving the payment of interest out of the capital of (name of company) under section 202;

(where an application is made under section 1074) confirming a resolution that (specify undertaking, scheme, enterprise or arrangement) be wound up under section 1074;

(state other order sought).

The applicant’s address for service is (specify address for service).

Any person intending to appear at the directions hearing must comply with Order 75b, subrule 12 (6) (OR subrule 13 (5)) of the Rules of the Supreme Court of the Australian Capital Territory by filing a notice of appearance in Form 79 and serving that notice of appearance and affidavit on the applicant at its address for service shown above not later than 2 days before the date appointed for directions.

This notice is inserted by (name of solicitors) of (address), solicitors for the applicant.

—————

FORM 79

NOTICE OF INTENTION TO APPEAR AT HEARING

(Order 75b, subrules 12 (6), 13 (5), 14 (18), 20 (7), 22 (9), 33 (6), 36 (8), 37 (8), 62 (5) and 78 (4))

(Heading in Form 75)

NOTICE OF INTENTION TO APPEAR AT HEARING RELATING TO

(Name of company in capitals)

(Name of contributory/creditor) of (address of contributory/creditor) (“the contributory” OR “the creditor”) intends to appear on the hearing of the application advertised to be heard at (time) on (date) and to

(where the person appearing intends to support the applicant’s application) support the applicant’s application

(where the person appearing intends to oppose the applicant’s application) oppose the applicant’s application.

The contributory is a contributory holding (number and class of shares held) shares in the company.

The creditor is a creditor for $ of the company.

The contributory’s (OR creditor’s) address for service is (state address for service).

This notice is filed by (name of solicitors) of (address of solicitors), solicitors for the contributory (OR the creditor).

Date: e.g. 7 May 19

…………………………………………

Signature of contributory or creditor or his or her solicitor

Name of contributory or creditor or his or her solicitor

—————

FORM 80

LIST OF PERSONS WHO HAVE GIVEN NOTICE OF INTENTION TO ATTEND

HEARING

(Order 75b, subrules 12 (7), 13 (6), 14 (19), 20 (8), 22 (11), 33 (7), 36 (9), 37 (9), 62 (6) and

78 (5))

(Heading in Form 75)

LIST OF PERSONS WHO HAVE GIVEN NOTICE OF INTENTION TO APPEAR AT HEARING RELATING TO

(Name of company in capitals)

The following are the names of those who have given notice of intention to attend the hearing of the application advertised to be heard at (time) on (date).

Name

Address of solicitor

Name and address of creditor

Amount of creditor’s debt

Number of shares of contributory

Opposing or supporting application

Date: e.g. 7 May 19

……………………………………………

Signature of applicant’s solicitor

Name of applicant’s solicitor:

The applicant’s address for service is (specify address for service).

—————

FORM 81

AFFIDAVIT VERIFYING LIST OF CREDITORS

(Order 75b, subrule 14 (4))

(Heading in Form 75)

On (date), I (name address and occupation) say on oath:

1. I am the secretary (OR specify other capacity) of (name of company)

(“Company”) and am authorised to make this affidavit on its behalf.

2. The document annexed and marked “A” (OR produced to me and marked “A”) contains a list of the creditors of and of persons having claims upon the Company (OR a list of the creditors of and of persons having claims upon the Company except those of the following class or classes (set out any excluded class or classes)) on (date fixed by the court) together with their addresses, and the nature and amount of their debts or claim.

3. That list is, to the best of my knowledge and belief, a true and accurate list of persons having claims on that day, and of the nature and amount or estimated value of their debts or claims.

4. To the best of my knowledge and belief there was not at that date, any debt or claim which if that date were the commencement of the winding up of the Company, would be admissible in proof against the Company other than debts and claims set out in that list.

5. I make this statement from facts within my knowledge as the secretary (OR specify other capacity) of the Company, and from information derived on investigation of the books of the Company.

SWORN at

Before me:

.............................................................

A Justice of the Peace

“A”
Name and address of creditors or claimants	Nature of debts or claims	Amount of estimated value of debts or claims

This list of creditors and claimants is the annexure marked “A” referred to in the affidavit of (name) sworn before me at (place) on (date).

This list of creditors and claimants marked “A” was produced and shown to (name) at the time of swearing his or her affidavit before me on (date).

—————

FORM 82

NOTICE OF APPLICATION FOR REDUCTION OF CAPITAL AND FOR LIST OF CREDITORS

(Order 75b, subrule 14 (8))

(No heading or title)

NOTICE OF APPLICATION RELATING TO (Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

An application has been made to the Supreme Court of the Australian Capital Territory in Proceedings No. of 19 for an order confirming a resolution of the above company to reduce its capital from $ to $

A list of persons admitted to leave have been creditors of the company on (specify date fixed by the Court under paragraph 195 (3) (a)) may be inspected at the office of the company at (address) or at the address shown below at any time between the hours of (specify). A person:

(a) who claims that he or she was on (specify date fixed by the Court under paragraph 195 (3) (a)) and is still a creditor of the company, unless he or she belongs to (set out any excluded class or classes); and

(b) who is not entered on the list of creditors of the company at that date; and

must on or before (specify date fixed by the Court under paragraph 195 (3) (b)) send his or her name and address, the particulars of his or her debt or claim, and the name and address of his or her solicitor (if any) to the address shown below. A claimant who does not do so will not be entitled to object to the proposed reduction of capital.

Every person who is admited to be a creditor of the company who does not consent to the proposed reduction of capital is entitled to object to the reduction of capital.

Any creditor who has not received written notification from the company that his or her name is entered on the list of creditors should send particulars of his or her name and address to the address shown below.

……………………………………………..

Signature of applicant’s solicitor

Name of applicant’s solicitor:

The applicant’s address for service is (specify address for service).

—————

FORM 83

NOTICE TO CREDITORS

(Order 75b, subrule 14 (8))

(No heading or title)

To: (name and address of creditor)

NOTICE OF APPLICATION RELATING TO (Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

An application has been made to the Supreme Court of the Australian Capital Territory in Proceedings No. of 19 for an order confirming a special resolution of the above company to reduce its capital from $ to $. Your name is entered as a creditor for (nature and amount or estimated value of debt or claim) in the list of persons admitted by the company to have been its creditors on (date).

If you claim to have been a creditor on that date in a larger amount than is stated above, you must send the particulars of your claim, your name and address (and the name and address of your solicitor, if any) to the address shown below to arrive on or before (specify date fixed by the Court under paragraph 195 (3) (b)). Otherwise, the above entry in the list of creditors will be treated as correct in all proceedings relating to the applicaton to reduce the capital of the company.

Date: e.g. 7 May 19

Name of applicant’s solicitor:

The applicant’s address for service is (specify address for service).

—————

FORM 84

AFFIDAVIT AS TO CLAIMS

(Order 75b, subrule 14 (10))

(Heading in Form 75)

On (date), we:

(name and address of company secretary), company secretary; and

(name and address of solicitor for the company), solicitor; and

(name and address of managing director or other director of the company), managing director (OR company director),

severally say on oath as follows:

I (name of company secretary) say on oath:

1. I am the company secretary of (name of company) (“Company”).

2. On (specify date), I served a copy of the notice annexed and marked “A” (annex notice in Form 83) upon each of the persons whose names, addresses and descriptions appeared in the first column of the list of creditors annexed and marked “B” (annex list of creditors from affidavit in Form 81), referred to in the affidavit of (name of deponent) filed on (date).

3. I served the copies of the said notice by (specify means of service). I (name of solicitor for company) say on oath:

4. I am the solicitor for the company.

5. A true copy of a notice, annexed and marked “C” (annex notice in Form 82), was published in the Gazette and in (name of newspaper), on (date).

6. The document annexed and marked “D” is a list of all claims, the particulars of which were sent to me in response to the notice marked “A”, in relation to persons who claim to be creditors of the company for larger amounts than are stated in the list of creditors marked “B”.

6. No person has sent to me, in response to the notice marked “A”, a claim to be entered on the list of creditors of the company for a larger amount than is stated in the list of creditors marked “B”.

7. The document annexed and marked “E” is a list of all claims which were sent to me in response to the notice marked “C”, in relation to persons who claim to be creditors of the company on (date) who do not appear on the list of creditors marked “B” and who claim to be entered on that list.

7. No claims have been sent to me in response to the notice marked “C” by persons who do not appear on the list of creditors marked “B” and claim to be entered on that list.

We (name of company secretary) and (name of managing director or other director) say on oath:

8. The first part of the document marked “D” and the document marked “E” set out:

(a) those of the debts and claims which the company admits in their full amount or in part, and the amount which the company admits to be due in respect of each of those debts; and

(b) those of the debts which the company admits to be due, or admits to be due in part, but does not admit a particular amount to be due; and

(c) those of the debts and claims which the company contends are wholly or partly not included in the inquiry in this matter.

9. The second part of the document marked “D” and the document marked “E” set out:

(a) those of the debts and claims which are wholly disputed by the company; and

(b) those of the debts and claims which the company contends would be wholly or partly not included in the inquiry in this matter, even if admitted. And I (name of managing director or other director) say on oath:

10. All rents, rates, taxes, salaries, wages and other incidental expenses current on (specify date fixed by the Court under paragraph 195 (3) (a) of the Corporations Law) and which have since become due have been paid and discharged by the Company.

SWORN at

Before me:

………………………

A Justice of the Peace

“D”

LIST OF DEBTS CLAIMS AND LIABILITIES RELATING TO:

(Name of company)

This is the annexure marked “D” referred to in the affidavit of (name of company secretary), (name of solicitor for the company) and (name of managing director or other officer) respectively sworn before me at (place) on (date).

Particulars of the following debts, claims and liabilities were sent to (name of company) by persons claiming to be creditors of the company for amounts larger than the amount stated in the list of creditors prepared by the company.

FIRST PART
DEBTS AND CLAIMS WHOLLY OR PARTLY ADMITTED BY THE COMPANY
Names, addresses and descriptions of creditors	Particular of debts or claims	Amounts claimed		Amounts admitted by the company to be owing		Amounts admitted by the company to to be owing, which it is contended are not within the inquiry
SECOND PART
DEBTS AND CLAIMS WHOLLY DISPUTED BY THE COMPANY
Names, addresses and descriptions of claimants	Particulars of claims		Amounts claimed		Amounts which it contended would not be within the inquiry, even if admitted

“E”

LIST OF DEBTS AND CLAIMS RELATING TO:

(Name of company)

This is the annexure marked “E” referred to in the affidavit of (name of company secretary), (name of solicitor for the company) and (name of managing director or other officer) respectively sworn before me at (place) on (date).

Particulars of the following debts and claims were sent to (name of company) by persons claiming to be creditors of the company and to be entered on the list of creditors prepared by the company.

FIRST PART

(AS IN ANNEXURE “D”)

SECOND PART

(AS IN ANNEXURE “D”)

(NOTE: Names of creditors and claimants are to be inserted alphabetically in Annexures D and E. If a company admits a debt to be due, or admits a debt to be due in part, but does not admit a particular amount to be due, insert the words “Amount not admitted” in the column headed “Amounts admitted by the company to be owing” in the First Part of Annexures D and E.)

—————

FORM 85

NOTICE TO CREDITOR TO PROVE DEBT

(Order 75b, subrule 14 (11))

(No heading or title)

To: (Name and address)

NOTICE REQUIRING PROOF OF DEBT RELATING TO (Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceeding relate)

In respect of Proceedings No. of 19 commenced on (date), you are required to prove the debt claimed by you against the above company by:

(a) filing an affidavit setting out all relevant information in the Registrar’s office of the Supreme Court of the Australian Capital Territory at (address), and serving a copy at the address shown below on or before (date); and

(b) attending at the Supreme Court at the above address on (date) at (time) which is the time appointed for hearing the claim; and

If you do not comply with the above directions the Court may disallow your claim in whole or in part or order that you be treated as a creditor only for the amount set out against your name in the list of creditors prepared by (name of company concerned) in all proceedings relating to the proposed reduction of capital of the company.

Date: e.g. 7 May 19

Name of applicant’s solicitor:

The applicant’s address for service is (specify address for service).

—————

FORM 86

NOTICE OF APPLICATION UNDER SECTION 195 OF THE CORPORATIONS LAW

(Order 75b, subrule 14 (15))

(No heading or title)

NOTICE OF APPLICATION RELATING TO (Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

In Proceedings No. of 19 commenced on (date), (name of company) (“Company”) will apply to the Supreme Court of the Australian Capital Territory at (time) on (date) at (address of Court) for an order confirming a resolution of the Company to reduce its share capital from $ to $ by (specify how time reduction is to be effected).

Subrule 14 (16) of Order 75b of the Rules of the Supreme Court of the Australian Capital Territory provides that any creditor of the Company who has not consented to the proposed reduction of capital and whose debt or claim has not been discharged or secured in full may appear at the hearing and oppose the application, unless the Company has indicated that it is willing to appropriate the amount of that debt or claim in such a manner as the Court directs.

Any person intending to appear at the hearing of the application must comply with Order 75b, subrule 13 (18) of the Rules of the Supreme Court of the Australian Capital Territory by filing a notice of appearance in Form 79 together with any affidavit on which he or she intends to rely at the hearing and by serving that notice of appearance and affidavit on the Company at its address for service shown below not later than 2 days before the date appointed for the hearing.

The Company’s address for service is (specify address for service).

This notice is inserted by (name of solicitors) of (address), solicitors for the Company.

—————

FORM 87

NOTICE OF ORDER CONFIRMING REDUCTION OF CAPITAL

(Order 75b, rule 15)

(No heading or title)

IN THE MATTER OF (name of the corporation to which the proceedings relate)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

On (date) the Supreme Court of the Australian Capital Territory in Proceedings No.

of 19 made an order approving the reduction of the capital of (name of company) by (set out terms of the reduction).

This notice is inserted by (name of solicitors) of (address), solicitors for the company.

—————

FORM 88

APPLICATION FOR NOMINATION OF LIQUIDATOR

(Order 75b, subrules 20 (5), 36 (6) and 37 (6))

(Heading in Form 75)

To: The Registrar

Supreme Court of the Australian Capital Territory

(Name of applicant) applies pursuant to (specify relevant rule of Order 75b) for the nomination of an Offical Liquidator to act as the liquidator (OR provisional liquidator) of (name of company), if appointed by the Court.

This application is filed by (name of solicitors), solicitors for the applicant, whose address for service is (state address for service).

Date: e.g. 7 May 19

………………………………………………

Signature of applicant or his or her solicitor

Name of applicant or his or her solicitor:

NOMINATION OF LIQUIDATOR

To: (Name of applicant or his solicitor)

Of: (Address for service)

Pursuant to your application for the nomination of an Official Liquidator under Order 75b of the Rules of the Supreme Court of the Australian Capital Territory, the Registrar has nominated:

Name: (name of offical liquidator) of

Addess: (address of official liquidator)

to act as liquidator (OR provisional liquidator) of (name of company), if appointed by the Court.

Signed:

Registrar

Date: eg 7 May 19

(NOTE: The name and address of the nominated liquidator is to be completed by the Registrar’s office.)

—————

FORM 89

ACKNOWLEDGEMENT BY LIQUIDATOR

(OR CONSENT OF PROVISIONAL LIQUIDATOR)

(OR CONSENT OF JOINT LIQUIDATOR)

(Order 75b, subrules 20 (5), 32 (5), 33 (5), 38 (1), 48 (2), 53 (5) and 65 (2))

(Heading in Form 75)

I, (name of nominated liquidator/provisional liquidator/joint liquidator) of (address) am an Official Liquidator registered under section 1283 of the Corporations Law or deemed to be registered as an Official Liquidator under the Corporations Law.

(In the case of appointment as a liquidator) I acknowledge that I have been nominated by the Registrar of the Supreme Court of the Australian Capital Territory to act and I consent to act, as the liquidator of (specify name of company) (“the Company”).

(In the case of appointment as a provisional liquidator or joint liquidator) If appointed by the Court, I consent to act as the provisional liquidator (or joint liquidator) of (specify name of company) (“the Company”).

To the best of my knowledge, information and belief neither I nor any member or senior employee of my firm have had any social or professional association with the Company or any of its present or past officers (other than (specify any such association) and no conflict of interest exists (other than (specify any conflict of interest)) which would make it improper for me to act as liquidator (OR provisional liquidator OR joint liquidator) of the Company.

Date: e.g. 7 May 19

………………………………

Signature of liquidator

Name of liquidator

—————

FORM 90

NOTICE OF APPLICATION UNDER SECTION 260 OF THE CORPORATIONS LAW

(Order 75b, subrule 20 (6))

(No heading or title)

NOTICE OF APPLICATION RELATING TO (Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

In Proceedings No. of 19 commenced on (date application was filed), (name of applicant) will apply to the Supreme Court of the Australian Capital Territory at (time) on (date) at (address of court) for an order under section 260 of the Corporations Act in respect of the above company (where an order for winding up is sought) including an order that the company be wound up.

Subject to the Rules, the Registrar of the Court will permit a contributory, member, creditor or officer of the company to inspect the application and any affidavit in relation to the application and will provide a copy of the application and of any affidavit in relation to the application to a contributory, member, creditor or officer of the company on payment of the prescribed fee.

The applicant’s address for service is (specify address for service).

Any person intending to appear at the directions hearing must comply with Order 75b, subrule 20 (7) of the Rules of the Supreme Court of the Australian Capital Territory by filing a notice of appearance in Form 79 and serving that notice of appearance on the applicant at its address for service shown above not later than 2 days before the date appointed for directions.

This notice is inserted by (name of solicitors) of (address), solicitors for the applicant.

—————

FORM 91

NOTICE OF HEARING OF APPLICATION TO APPROVE A COMPROMISE OR AN ARRANGEMENT UNDER SECTION 411 OF THE CORPORATIONS LAW

(Order 75b, subrule 22 (7))

(No heading or title)

To all of the creditors and members of: (name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

On (date) at (time) the Supreme Court of the Australian Capital Territory at (address of Court) will hear an application by (name of applicant) in Proceedings No. of 19 for the approval of the compromise or arrangement entered into between the above company and its members and creditors as passed by meetings of the members and creditors of the company held on (date of meetings).

The applicant’s address for service is (specify address for service).

Any person wishing to oppose the approval of the compromise or arrangement must comply with Order 75b, subrule 22 (9) of the Rules of the Supreme Court of the Australian Capital Territory by filing a notice of appearance in Form 79 together with any affidavit on which he or she intends to rely at the hearing of the application and by serving that notice of appearance and affidavit on the applicant at its address for service shown above not later than 2 days before the date appointed for the hearing of the application.

This notice is inserted by (name of solicitors) of (address), solicitors for the applicant.

—————

FORM 92

NOTICE OF HEARING OF APPLICATION TO VARY OR CANCEL A RESOLUTION TO PLACE A COMPANY UNDER OFFICIAL MANAGEMENT UNDER SECTION 454 OF THE CORPORATIONS LAW

(Order 75b, subrule 33 (5))

(No heading or title)

To all of the creditors and members of: (name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

On (date) at (time) the Supreme Court of the Australian Capital Territory at (address of Court) will hear an application by (name of applicant) in Proceedings No. of 19 to set aside a resolution passed on (date) determining that (name of company) be placed under official management (OR to vary a resolution passed on (date) determining that (name of company) be placed under official management by (specify variation sought)).

The applicant’s address for service is (specify address for service).

Any person wishing to oppose the cancellation of the resolution (variation of the resolution) must comply with Order 75b, subrule 33 (6) of the Rules of the Supreme Court of the Australian Capital Territory by filing a notice of appearance in Form 79 together with any affidavit on which he or she intends to rely at the hearing of the application and by serving that notice of appearance and affidavit on the applicant at its address for service shown above not later than 2 days before the date appointed for the hearing of the application.

This notice is inserted by (name of solicitors) of (address), solicitors for the applicant.

—————

FORM 93

NOTICE OF APPLICATION UNDER SECTION 460 (SECTION 461) OF THE

CORPORATIONS LAW

(Order 75b, subrules 36 (5) and 37 (5))

(No heading or title)

Notice of application relating to: (Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

In Proceedings No. of 19 commenced on (date) (name of applicant) will apply

to the Supreme Court of the Australian Capital Territory at (time) on (date appointed for directions under rule 8 of Order 2a) at (address of Court) for an order that (name of company) (“Company”) be wound up.

The applicant’s address for service is (specify address for service).

Any contributory, member or creditor of the Company may appear at the hearing in person or by counsel or by a solicitor to support or oppose the making of an order to wind up the company.

Any person intending to appear at the directions hearing must comply with Order 75b, subrule 36 (8) (OR subrule 37 (8)) of the Rules of the Supreme Court of the Australian Capital Territory by filing a notice of appearance in Form 79 and serving that notice of appearance on the applicant at its address for service shown above not later than 2 days before the date appointed for directions under Order 2a, rule 8.

This notice is inserted by (name of solicitors) of (address), solicitors for the applicant.

—————

FORM 94

AFFIDAVIT PROVING SERVICE OF A NOTICE UNDER SUBSECTION 460 (2) OF THE CORPORATIONS LAW

(Order 75b, subrule 37 (2))

(Heading in Form 75)

On (date), I (name address and occupation) say on oath:

1. On (date) I ascertained from the Australian Securities Commission at (location of ASC office) (OR I am informed that and verily believe that on (date) (specify name of person who undertook search) ascertained from the Australian Securities Commission at (location of ASC office)) that the registered office of (name of company) (“the Company”) was then situated at (address of registered office).

1. (If service was on directors of the company) On (date) I ascertained from the Australian Securities Commission at (location of ASC office) (OR I am informed that and verily believe that on (date) (specify name of person who undertook search) ascertained from the Australian Securities Commission at (location of ASC office)) that (name of director) of (address of director) and (name of second director) of (address of second director) were directors of the company.

2. (Where notice was served at the registered office and an officer or employee received the notice) On (date) I left a notice signed by (name), a copy of which is annexed and marked “A”, at the registered office of the Company with (name of person) who admitted that he or she was the (specify office held) of (name of the company).

2. (Where notice was served at the registered office and where no officer or employee received the notice) On (date) I left a notice signed by (name), a copy of which is annexed and marked “A”, at the registered office of the Company at which it appeared the Company was still carrying on business because (specify reason) (OR with which it appeared the Company had the following connection, namely that (specify connection)).

2. (Where notice was served by post) On (date) I posted by pre-paid mail a notice signed by (name), a copy of which is annexed and marked “A”, addressed to (name of company) at its registered office. That notice has not been returned to me by Australia Post as unclaimed.

2. (Where served on directors of the company) On (date) at (specify place of service) I delivered a notice signed by (name), a copy of which is annexed and marked “A”, on (specify name of director) by delivering that notice to (him or her) personally. At the time of service I identified the person served as being the said (name of director) because (specify reason).

3. On (date) at (specify place of service) I served a notice signed by (name), a copy of which is annexed and marked “B”, on (specify name of second director) by delivering that notice to (him or her) personally. At the time of service I identified the person served as being the said (name of director) because (specify reason).

SWORN at

Before me:

.........................................

A Justice of the Peace

(NOTE: Subsection 220 (1) of the Corporations Law permits a document to be served on a company by leaving it at, or by sending it by post to, the registered office of a company. Subsection 220 (4) permits a document to be served on a company by delivering a copy of the document personally to each of 2 directors of the company who reside in Australia or an external Territory.)

—————

FORM 95

AFFIDAVIT THAT DEBT REMAINS UNPAID UNDER SUBSECTION 460 (2) OF THE CORPORATIONS LAW

(Order 75b, subrule 38 (1))

(Heading in Form 75)

On (date), I (name address and occupation) say on oath—

1. I am the (specify) of the applicant. I refer to my affidavit made on (date on which affidavit under paragraph (c) of subrule 37 (2) was made) and filed in these proceedings (“my earlier affidavit”).

2. At the date of my earlier affidavit, the respondent was indebted to the applicant in the sum of (specify amount).

3. At the date of this affidavit, the respondent remains indebted to the applicant in the sum of (specify amount). The respondent has failed to pay the same or to secure or compound for it to the reasonable satisfaction of the applicant.

SWORN at

Before me:

..........................................

A Justice of the Peace

—————

FORM 96

ORDER FOR WINDING UP

(Order 75b, subrule 38 (1) and rule 39)

(Heading in Form 75)

JUDGE:

DATE OF ORDER:

WHERE MADE:

ORDER

THE COURT ORDERS THAT:

1. (name of company) be wound up by this Court under the provisions of the Corporations Law.

2. (leave blank for name of liquidator appointed by Court) of (leave blank for address of liquidator), an official liquidator, be appointed the liquidator of the affairs of the said company.

(NOTE: Persons who are liable under section 475 of the Corporations Law to make out or concur in making out the report as to the affairs of the company and whom the liquidator requires to attend upon him or her must do so at the time and place he or she appoints and must give the liquidator all the information he or she requires.)

—————

FORM 97

ORDER SUBSTITUTING AN APPLICANT IN A WINDING UP APPLICATION

(Order 75b, subrule 41 (2))

(Heading in Form 75)

JUDGE:

DATE OF ORDER:

WHERE MADE:

ORDER

THE COURT ORDERS THAT:

1. (Name of substituted applicant) be substituted as applicant.

2. The substituted applicant amend the application accordingly.

3. The substituted applicant serve on the respondent personally this order, the amended application and any affidavit on which he or she proposes to rely in support of the application within (specify number of days) of the making of this order.

4. (if applicable) The substituted applicant publish a notice in accordance with Form 98.

5. The proceedings be adjourned to (adjournment date).

—————

FORM 98

NOTICE OF APPLICATION BY SUBSTITUTED APPLICANT UNDER SECTION 460 OR SECTION 461 OF THE CORPORATIONS LAW

(Order 75b, subrule 41.(2))

(No heading or title)

NOTICE OF APPLICATION RELATING TO (Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

(Name of substituted applicant), who was with the leave of the Court substituted as applicant in respect of Proceedings No. of 19 filed on (date), will apply to the Federal Court of Australia at (time) on (date) at (address of Court) for an order that the Company be wound up.

The address for service of the substituted applicant is (specify address for service).

Any person intending to appear at the directions hearing must comply with Order 75b, subrule 36 (8) (OR subrule 37 (8)) of the Rules of the Supreme Court of the Australian Capital Territory by filing a notice of appearance in Form 79 and serving that notice of appearance on the substituted applicant at its address for service shown above not later than 2 days before the date appointed for the hearing.

This notice is inserted by (name of solicitors) of (address), solicitors for the substituted applicant.

—————

FORM 99

NOTICE TO LIQUIDATOR OF APPOINTMENT

(Order 75b, Rules 42 (1) and 49 (1))

(Heading in Form 75)

IN THE MATTER OF (name of the corporation to which the proceedings relate)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

Proceedings No. of 19

To: (Name and address of liquidator)

(Name of company) of (address of registered office of company) was wound up by order of the Court made on (date) and (name and address of liquidator) was appointed as the liquidator of that company.

By order of the Court on (date) (name and address of provisional liquidator) was appointed as provisional liquidator of (name of company) of (address of registered office of company).

…………………………….

Registrar

Date: e.g. 7 May 19

(NOTE: Where a liquidator is appointed by the Court, Order 75b, rule 39 of the Rules of the Supreme Court of the Australian Capital Territory permits the Court to direct that copies of this notice be sealed forthwith. If this notice is not sealed after the making of the winding up order under rule 39, subrule 42 (1) requires that the applicant (unless it is the Commission) attend at the Registry to obtain a sealed copy of a notice in this form not later than the day after the order was made. The requirements for service of that notice are specified in paragraphs (b) to (d) (inclusive) of subrule 42 (1).

Where a provisional liquidator is appointed, Order 75b, subrule 49 (1) requires that the applicant (unless it is the Commission) attend at the Registrar’s office to obtain a sealed copy of a notice in this form not later than the day after the order was made. The requirements for service of that notice are specified in paragraphs (b) to (d) (inclusive) of subrule 45 (1).)

—————

FORM 100

ADVERTISEMENT OF WINDING UP ORDER AND OF APPOINTMENT OF LIQUIDATOR (PROVISIONAL LIQUIDATOR)

(Order 75b, Rules 42 (1) and 49 (1))

(No heading or title)

IN THE MATTER OF (name of the corporation to which the proceedings relate)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

On (date), the Supreme Court of the Australian Capital Territory in Proceedings No. of 19 (made an order for the winding up of (name of company) and) appointed (name of liquidator/provisional liquidator) of (address) as the liquidator (provisional liquidator) of (name of company).

This notice is inserted by (name of solicitors) of (address), solicitors for (name of applicant), the applicant in those proceedings.

—————

FORM 101

ADVERTISEMENT OF APPOINTMENT OF LIQUIDATOR (PROVISIONAL LIQUIDATOR) IN PLACE OF PREVIOUS LIQUIDATOR (PROVISIONAL LIQUIDATOR)

(Order 75b, subrule 53 (5))

(No heading or title)

IN THE MATTER OF (name of the corporation to which the proceedings relate)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

On (date), the Supreme Court of the Australian Capital Territory in Proceedings No. of 19 made an order appointing (name of liquidator/provisional liquidator) of (address) to act as the liquidator (provisional liquidator) of (name of company) in place of (name of former liquidator/provisional liquidator) of (address), who was previously the liquidator (provisional liquidator) of the company.

This notice is inserted by (name of former liquidator) of (address) OR This notice is inserted by (name of solicitors) of (address), solicitors for (name of former liquidator).

—————

FORM 102

CERTIFICATE OF LIQUIDATOR OF RESOLUTION OF MEETING OF CREDITORS, CONTRIBUTORIES OR COMMITEE OF INSPECTION

(Order 75b, rule 57)

(Heading in Form 75)

I certify that the document annexed and marked “A” is a true copy of the resolution of a meeting of creditors (OR contributories OR creditors and contributories OR the committee of inspection) of (name of company) held at (location of meeting) on (date).

Date: e.g. 7 May 19

…………………………….

Signature of liquidator

Name of liquidator:

Address of liquidator:

—————

FORM 103

NOTICE BY LIQUIDATOR OF INTENTION TO SEEK RELEASE

(Order 75b, subrule 58 (3))

(No heading or title)

NOTICE OF APPLICATION RELATING TO

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

I (name of liquidator) of (address of liquidator), the liquidator of the above company, intend to apply to the Supreme Court of the Australian Capital Territory in Proceedings No of 19 for my release as liquidator of the company.

If you have any objection to the grant of my release, you must:

(a) file a notice of objection in Form 104 prescribed by the Rules of the Supreme Court of the Australian Capital Territory in the Supreme Court of the Australian Capital Territory; and

(b) forward a copy of that notice to me at the address shown above;

within 21 days of publication of this notice in the Gazette.

(NOTE: Subsection 48 (3) of the Corporations Law provides that an order of the Court releasing the liquidator discharges him or her from all liability in respect of any act done or default made by him or her in the administration in the affairs of the company or otherwise in relation to his or her conduct as liquidator, but any such order may be revoked on proof that it was obtained by fraud or by suppression or concealment of any material facts.)

—————

FORM 104

NOTICE BY CREDITOR OR CONTRIBUTORY OF OBJECTION TO A LIQUIDATOR’S APPLICATION FOR RELEASE

(Order 75b, subrule 58 (5))

(Heading in Form 75)

(Name of creditor/contributory) of (address of creditor/contributory), a creditor of (name of company) for $(amount) (OR a contributory of (name of company) holding (number) shares in the company) object to the grant of a release to (name of liquidator) of (address of liquidator), who is the liquidator of the above company, on the following grounds:

(set out the grounds upon which objection is made).

This notice is filed by (name of solicitors), solicitors for the objector, whose address for service is (state address for service).

Date: e.g. 7 May 19

…………………………………………………..

Signature of objector or his or her solicitor

Name of objector or his or her solicitor:

—————

FORM 105

REQUIREMENT TO PAY MONEY, ETC. TO LIQUIDATOR UNDER SUBSECTION 483 (1) OF THE CORPORATIONS LAW

(Order 75b, rule 60 (1))

(No heading or title)

NOTICE RELATING TO

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

Proceedings No. of 19

TO: (Name and address of contributory, trustee, receiver, banker, agent or officer upon whom notice is served)

1. I am the liquidator of (name of company).

2. Pursuant to subsection 483 (1) of the Corporations Law, I require you to forthwith (OR not later than (number) days from the date of this notice) pay (OR deliver, convey, surrender or transfer) to me at the address specified below (or specify other address), $ (specify amount) (OR describe the property or books) to which the Company is prima facie entitled which is in your hands.

In this notice:

(a) “accounting records” includes invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry and such working papers and other documents as are necessary to explain the methods and calculations by which the accounts are made up;

(b) “books” includes a register; any other record of information; accounts or accounting records, however compiled, recorded or stored; and a document;

(c) “document” includes any paper or other material on which there is writing or printing or on which there are marks, figures, symbols or perforations having a meaning for persons qualified to interpret them; a disc, tape or other article from which sound images or messages are capable of being reproduced; a disc, tape or other article, or any material, from which sounds, images, writings or messages are capable of being reproduced with or without the aid of any other article or device; and without limiting the generality of the foregoing, includes any summons, order and other legal process and any notice;

(d) “property” means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description and includes a thing in action.

Date: e.g. 7 May 19

……………………………

Signature of liquidator

Name of liquidator:

Address of liquidator:

—————

FORM 106

NOTICE OF MEETING OF COMMITTEE OF INSPECTION TO SANCTION THE MAKING OF A CALL

(Order 75b, subrule 61 (2))

(No heading or title)

NOTICE OF MEETING OF COMMITTEE OF INSPECTION RELATING TO

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

TO: (name of member of committee of inspection) of (address)

A meeting of the committee of inspection of (name of company) (“Company”) will be held at (address) on (date) at (time) for the purpose of considering and, if thought fit, passing a resolution to sanction the making by the liquidator of a call of $ (specify amount) per share on all of the contributories of the Company (or specify the persons upon whom the call is to be made).

A statement in support of the proposal for the call is annexed to this notice.

Date: e.g. 7 May 19

…………………………….

Signature of liquidator

Name of liquidator:

Address of liquidator:

(NOTE: Subrule 61 (2) of Order 71 of the Rules of the Supreme Court of the Australian Capital Territory requires that this notice be served in sufficient time to reach members of the committee of inspection not later than 7 days before the date of the meeting.)

—————

FORM 107

NOTICE OF MEETING OF COMMITTEE OF INSPECTION

(Order 75b, subrule 61 (2))

(No heading or title)

NOTICE OF MEETING OF COMMITTEE OF INSPECTION OF (Name of company in capitals) TO SANCTION A CALL

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

(Name of liquidator), the liquidator of (name of company) (“Company”) has convened a meeting of the committee of inspection of the Company to be held at (address) on (date) at (time) to sanction the making of a call of $(amount) per share on all of the contributories of the Company (or specify the class of contributories on whom the call is to be made).

Any contributory may attend the meeting and make representations to the liquidator or to members of the committee of inspection, either in writing prior to the meeting or orally prior to or at the meeting.

The liquidator will make available a statement showing the grounds for making the call to a contributory of the company, on request. That statement may be obtained from the liquidator at the address specified below.

Name of liquidator:

Address of liquidator:

—————

FORM 108

RESOLUTION OF COMMITTEE OF INSPECTION SANCTIONING A CALL

(Order 75b, subrule 61 (5))

(No heading or title)

NAME OF COMPANY: (specify name of company)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

RESOLVED on (date) that a call of $(amount) per share be made by the liquidator on all of the contributories of the Company (or specify the class of contributories on whom the call is to be made).

…………………………...

Signatures

Members of the committee of inspection

—————

FORM 109

NOTICE OF AMOUNT OF CALL PER SHARE

(Order 75b, subrules 61 (6) and 62 (8))

(Heading in Form 75)

NOTICE OF CALL RELATING TO

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

Proceedings No. of 19 (if applicable)

Pursuant to a resolution of the committee of inspection of (name of company) (OR an order of the Court made) on (date) I will make a call of $(amount) per share on all of the contributories of (name of company) (or specify the class of contributories on whom the call is to be made).

Date: e.g. 7 May 19

……………………………..

Signature of liquidator

Name of liquidator:

Address of liquidator:

—————

FORM 110

NOTICE OF CALL SANCTIONED BY COMMITTEE OF INSPECTION

(Order 75b, subrule 61 (7))

(No heading or title)

TO: (Name and address of contributory)

NOTICE OF CALL SANCTIONED BY COMMITTEE OF INSPECTION OF

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

I, (name of liquidator), am the liquidator of (name of company) (“Company”).

On (date of resolution) the committee of inspection of the Company sanctioned the making by me of a call of $ (specify amount) per share on all of the contributories of the Company (or specify the class of contributories on whom the call is to be made). A copy of the resolution of the committee of inspection sanctioning the making of the call is annexed to this notice.

Accordingly, I call on you to pay $ (specify amount) to me at the address shown below on or before (specify date).

If you do not pay that sum to me on or before that date, I will be entitled to claim interest on that sum from that date until it is paid.

Date: e.g. 7 May 19

Signature of liquidator

Name of liquidator:

Address of liquidator:

—————

FORM 111

AFFIDAVIT IN SUPPORT OF APPLICATION FOR LEAVE TO MAKE A CALL

(Order 75b, subrule 62 (7))

(Heading in Form 75)

On (date) I (name and address), official liquidator, say on oath:

1. I am the liquidator of (name of company) (“Company”).

2. The statement annexed to this affidavit and marked “A” shows:

(a) the amount due in respect of the debts proved and admitted against the Company and the estimated amount of the costs, charges and expenses of and incidental to the winding up of the Company, which amounts total approximately $ (total amount);

(b) the property of the Company which amounts to approximately $ (amount).

3. There is no other property of the Company (other than amounts due from some of the contributories, which I believe will realise approximately $ (amount)).

4. (Number) persons are shown on the list of the contributories of the Company as holding the total number of (number) shares.

5. I believe that $ (amount) will be required to satisfy the debts and liabilities of the Company and the costs, charges and expenses of and incidental to the winding up of the Company, after taking into account the proceeds of realisation of the profit of the Company and the amounts referred to in paragraph 2 (b) and paragraph 3.

6. To provide $ (amount specified in paragraph 5), it is necessary to make a call upon the persons shown on the list of contributories. Having regard to the probability that some of those contributories will partly or wholly fail to pay the amount of the call, I believe that a call of $ (amount) per share should be made.

SWORN at:

Before me:

.......................................

A Justice of the Peace

—————

FORM 112

NOTICE OF APPLICATION FOR LEAVE TO MAKE A CALL

(Order 75b, subrule 62 (3))

(No heading or title)

NOTICE OF APPLICATION FOR LEAVE TO MAKE A CALL

UPON CONTRIBUTORIES OF

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

On (date) at (time ) the Federal Court of Australia at (address of Court) in Proceedings No. of 19 will hear an application by the liquidator of (name of company) for leave to make a call of $ (amount) per share on all of the contributories of the Company (or specify the class of contributories on whom the call is to be made).

All persons interested are entitled to attend the hearing. Any person intending to appear at the hearing must comply with Order 75b, subrule 62 (5) of the Rules of the Supreme Court of the Australian Capital Territory by filing a notice of appearance in Form 79 together with any affidavit on which he or she intends to rely and by serving that notice and affidavit on the liquidator at the address shown below not later than 2 days before the date appointed for the hearing of the application.

A copy of an affidavit showing the necessity for the call may be obtained from the liquidator of the Company at the address shown below.

Name of liquidator:

Address of liquidator:

—————

FORM 113

ORDER GIVING LEAVE TO MAKE A CALL

(Order 75b, subrule 62 (7))

(Heading in Form 75)

JUDGE:

DATE OF ORDER:

WHERE MADE:

ORDER

THE COURT ORDERS THAT:

1. Leave be given to the liquidator of (name of company) to make a call of $ (amount) per share on all of the contributories of the company (or specify the class of contributories on whom the call is to be made).

2. Each contributory pay to the liquidator of the company on or before (date) the amount of the call made on him or her.

—————

FORM 114

NOTICE OF CALL ON CONTRIBUTORIES

(Order 75b, subbrule 62 (9))

(No heading or title)

To: (Name and address of contributory)

NOTICE OF CALL RELATING TO

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

On (date order was made), the Rules of the Supreme Court of the Australian Capital Territory in Proceedings No. of

19 granted leave to me to make a call of $ (amount) per share on all of the contributories of (name of company) (or specify the class of contributories on whom the call is to be made). A copy of the order of the Court granting leave to make the call is annexed to this notice.

Accordingly, I call upon you to pay the amount of $ (amount) to me at (address) on or before (date).

…………………………….

Signature of liquidator

Name of liquidator:

Address of liquidator:

—————

FORM 115

AFFIDAVIT IN SUPPORT OF APPLICATION FOR ORDER FOR PAYMENT OF CALL

(Order 75b, Subrule 63 (1))

(Heading in Form 75)

On (date) I (name and address), official liquidator, say on oath:

1. I am the liquidator of (name of company) (“Company”).

2. On (date of resolution of committee of inspection), the committee of inspection of the Company sanctioned the making of a call of $ (amount) per share on all of the contributories of the Company (or specify the class of contributories on whom the call is to be made). The document now produced to me and marked “A” is a copy of the resolution of the committee of inspection granting that leave.

2. On (date of court order) the Court ordered that I be given leave to make a call of $ (amount) per share on all of the contributories of the Company (or specify the class of contributories on whom the call is to be made). The document now produced to me and marked “A” is a copy of that order.

3. (if call was sanctioned by a committee of inspection) Each of the contributories whose names are shown in the Schedule marked “B” was duly served with notice of the call in Form 114 prescribed under the Rules of the Supreme Court of the Australian Capital Territory, annexing a copy of the resolution of the committee of inspection sanctioning the making of the call.

3. (if call was made by leave of the Court) Each of the contributories whose names are shown in the Schedule marked “B” was duly served with notice of the call in Form 110 prescribed under the Rules of the Supreme Court of the Australian Capital Territory annexing a copy of the order of the Court granting leave to make the call.

4. Each of the contributories of the Company whose names are set out in the second column of the Schedule marked “B” has not paid or caused to be paid to me the sum specified opposite his or her name in the fifth column of the Schedule, which is due from that contributory under the call of $ (amount) per share duly made under the Corporations Law on (date of call).

5. The amount set out opposite the name of each of the contributories in the sixth column of the Schedule is an estimate of the amount due by that contributory in respect of the costs of applying for and giving effect to the order for payment of the call. The estimate of the costs of applying for and giving effect to the order for payment of the call has been reached by apportioning those costs equally among contributories who have not paid the call.

6. The amount set out opposite the name of each of the contributories in the seventh column of the Schedule is the total of the amount due by that contributory in respect of the call as set out in the fifth column and the amount due in respect of costs as set out in the sixth column.

SWORN at:

Before me:

……………………………..

A Justice of the Peace

“B”

SCHEDULE

Number on list of contributories

Name

Address

Character in which included in list

Amount of call

Proportion of costs of application

Total amount payable

—————

FORM 116

ORDER FOR PAYMENT OF CALL DUE FROM A CONTRIBUTORY UNDER PARAGRAPH 483 (3) (b) OF THE CORPORATIONS LAW

(Order 75b, subrule 63 (2))

(Heading in Form 75)

JUDGE:

DATE OF ORDER:

WHERE MADE:

ORDER

THE COURT ORDERS THAT:

1. Each person named in the second column of the Schedule marked “A” to this order, who is a contributory of (name of company) (“Company”) pay to the liquidator of the Company at (address) within (number) days of the date of this order the amount set out opposite his or her name in the fifth column of the Schedule, which is the amount due from that person under the call of $ (amount of call) per share duly made on (date of call).

2. Each person named in the second column of the Schedule to this order pay to the liquidator at the address specified above and within the time specified above the sum set out opposite his or her name in the sixth column of the Schedule, which is the proportion of the liquidator’s costs of the application for this order and of giving effect to that order attributable to that person.

“A”
SCHEDULE
Number on Name list of contributories	Address	Character in Amount which of call included in list	Proportion of costs of application	Total amount payable

—————

FORM 117

REQUEST TO DELIVER BILL FOR TAXATION

(Order 75b, Subrules 66 (1) and 66 (3))

NOTICE OF REQUEST TO DELIVER BILL FOR TAXATION

IN RELATION TO

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

Proceedings No. of 19

TO: (Name and address of person who rendered services).

Pursuant to Order 75b, rule 66 of the Rules of the Supreme Court of the Australian Capital Territory, I request that, within (specify time period) of the date of this request, you deliver to me your bill of costs (OR charges OR expenses) as (state nature of employment) employed by me in the winding up of the above company, for the purposes of taxation by the Registrar of the Supreme Court of the Australian Capital Territory.

If your bill of costs is not delivered within the time specified above, or within any extension of that time allowed by the Court, I would be entitled to disregard your claim in declaring and distributing a dividend in the winding up and your claim against the assets of the company for your costs (OR charges OR expenses) would be liable to be forfeited.

Date: e.g. 7 May 19

……………………………..

Signature of Liquidator

Name of Liquidator:

Address of Liquidator:

—————

FORM 118

STATUTORY DECLARATION BY SPECIAL MANAGER VERIFYING HIS OR HER ACCOUNTS

(Order 75b, subrule 68 (2))

STATUTORY DECLARATION

I (name) of (address) in the State of (name of state), do solemly and sincerely declare as follows:

1. I am the special manager of the property and business (or as the case may be) of (name of company), Australian Company Number (specify Australian Company Number) (“Company”).

2. The account of receipts and payments annexed hereto and marked “A” contains a full and true account of my receipts and payments as special manager from (date) to (date).

3. I have not during that period received or paid any monies on account of the Company other than the items mentioned in that account nor has any other person done so by my order or for my use.

AND I MAKE this solemn declaration by virtue of the Statutory Declarations Act 1959, and subject to the penalties provided by that Act for the making of false statements in statutory declarations, conscientiously believing the statements contained in this declaration to be true in every particular.

DECLARED

at this day of

before me:

................................................... ....................................

A Justice of the Peace

—————

FORM 119

REPORT BY CHAIRMAN OF MEETING OF CREDITORS OR CONTRIBUTORIES

(Order 75b, subrule 74 (2))

(Heading in Form 75)

1. I, (name and address) was appointed by the Court to act as a chairman of a meeting of creditors (or contributories) convened under subsection 547 (1) of the Corporations Law.

2. The meeting of creditors (or contributories) of (name of company) (“Company”) was held on (date) at (place).

3. The meeting was convened by a notice published in the Gazette on (date) and in the (name of newspaper) on (date), a copy of which is annexed hereto and marked “A”.

4. The meeting was attended, either personally or by proxy, by (number) creditors whose proofs of debt against the Company were admitted for voting purposes and amounted to the total value of $(amount).

4. The meeting was attended, either personally or by proxy, by (number) contributories who together held (number) snares in the Company and were entitled to (number) votes under the regulations of the Company.

5. The proposals submitted to the meeting were (state the effect of the proposals).

6. I certify that results of the proposals were as follows (state the results of the proposals, showing whether voting was unanimous, with the total number and value of creditors or the total number and votes of contributories voting for and against each proposal).

Date: e.g. 7 May 19

..........................................................

Signature

Name of Chairman:

—————

FORM 120

NOTICE OF APPLICATION UNDER SECTION 571 OF THE CORPORATIONS LAW

(Order 75b, subrule 78 (3))

(No heading or title)

NOTICE OF APPLICATION RELATING TO

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

In Proceedings No. of 19 (name of applicant) will apply to the Supreme Court of the Australian Capital Territory at (time) on (date) at (address of Court) for an order under section 571 of the Corporations Law declaring the dissolution of the above company to have been void.

The applicant’s address for service is (specify address for service).

Any person intending to appear at the directions hearing must comply with Order 75b, subrule 78 (4) of the Rules of the Supreme Court of the Australian Capital Territory by filing a notice of appearance in Form 79 and serving that notice of appearance on the applicant at its address for service shown above not later than two days before the date appointed for the hearing.

This notice is inserted by (name of solicitors) of (address for service), solicitors for the applicant.

—————

FORM 121

ORDER FOR EXAMINATION UNDER SUBSECTION 597 (3) OF THE CORPORATIONS LAW

(Order 75b, subrule 81 (4))

(Heading in Form 75)

JUDGE:

DATE OF ORDER:

WHERE MADE:

ORDER

THE COURT ORDERS THAT:

1. (Name) of (address) attend before the Supreme Court of the Australian Capital Territory at a time and place specified by the Registrar and from day to day until the conclusion of his or her examination, to be examined on oath or affirmation on any matters relating to the promotion, formation management, administration or winding up of (name of company) (and produce any books in his or her possession or under his or her control relevant to those matters).

2. (If applicable) (Any directions made under subsection 597 (5) as the matters to be inquired into, the procedure to be followed at the examination, or as to persons who may be present at a private examination.)

3. (If applicable) The questions put to (name) and the answers given by (him or her) be recorded in writing.

4. The person to whom this order is directed have liberty to apply to set aside the order by filing, within 3 days of service of the order upon him, a notice of motion in the proceedings seeking the discharge of the order together with an affidavit setting out the material facts and matters on which he or she relies.

5. Subject to any further order of the Court, the applicant be paid or retain out of the property of the Company his or her costs of this application and the examination.

—————

FORM 122

NOTICE TO ATTEND EXAMINATION UNDER SECTION 597 OF THE CORPORATIONS LAW

(Order 75b, subrule 81 (5))

(Heading in Form 75)

To: (Name and address of person to be examined)

NOTICE OF EXAMINATION RELATING TO—

(Name of Company in capitals)

On (date of order) the Supreme Court of the Australian Capital Territory ordered that you, (name of person to be examined) of (address of person to be examined), attend before the Court at a time and place specified by the Registrar and from day to day until the conclusion of your examination, to be examined on oath or affirmation on any matters relating to the promotion, formation, management, administration or winding up of (name of company) (and that you produce any books in your possession or under your control relevant to those matters). An office copy of that order accompanies this notice.

The Registrar has specified that your examination is to be held at (address) on (date) at (time).

Accordingly, you are required to attend at that time and place, and at any adjournments of the examination (and to bring with you and produce all books, papers, writings and other documents in your possession or under your control relating to the above company).

Subsection 597 (6) of the Corporations Law provides that a person who is ordered to attend before the Court for an examination must not, without reasonable excuse, fail to attend as required by the order or fail to attend from day to day until the conclusion of the examination.

Subsection 597 (9) provides that a person attending before the Court for examination, if directed by the Court to produce any books in his or her possession or under his or her control relevant to the matters on which he or she is to be or is being examined, must not refuse or fail to comply with the direction.

Date: e.g. 7 May 19

Signature of applicant’s solicitor

Name of applicant’s solicitor:

The applicant’s address for service is (specify address for service).

—————

FORM 123

NOTICE OF EXAMINATION UNDER SUBSECTION 597 OF THE CORPORATIONS LAW

(Order 75b, subrule 81 (6))

(No heading or title)

NOTICE OF EXAMINATION RELATING TO:

(Name of company in capitals)

AUSTRALIAN COMPANY NUMBER: (specify Australian Company Number of the company to which the proceedings relate)

The Supreme Court of the Australian Capital Territory in Proceedings No. of 19 has ordered that

(name of person to be examined) be examined on matters relating to the promotion, formation, management, administration or winding up of (name of company) under section 597 of the Corporations Law at (time) on (date) at (place of examination). This order was made on application by (name of applicant).

This notice is inserted by (name of solicitors) of (address), solicitors for the applicant.

—————

FORM 124

CERTIFICATE AUTHENTICATING A TRANSCRRIPT TAKEN ON AN EXAMINATION UNDER SECTION 597

(Order 75b, subrule 81 (13))

(Heading in Form 75)

I CERTIFY that pages to of the transcript annexed hereto are a correct record of the examination of (name of person examined) which occurred before (name of presiding judge or name of registrar) on (date) at (time).

Date: e.g. 7 May 19

............................................

Signature

Name of person who made transcript

or of responsible officer of the

Commonwealth Reporting Service:

—————

FORM 125

CERTIFICATE OF DEFAULT IN RELATION TO AN EXAMINATION UNDER

SECTION 597 OF THE CORPORATIONS LAW

(Order 75b, subrule 82 (1))

(Heading in Form 75)

I CERTIFY that in respect of an examination of (name of person examined) which occurred before me on (date) at (time), (name of person examined) refused (OR failed)

to attend the examination as required by an order under subsection 597 (3).

to attend from day to day until the conclusion of the examination.

to take the oath.

to answer a question which he or she was directed by me to answer.

to produce books.

to sign the written record of his (or her) examination.

Date: e.g. 7 May 19

...........................................

Signature

Name of presiding registrar

—————

FORM 126

SUMMONS UNDER SUBSECTION 1092 (3) OF THE CORPORATIONS LAW

(Order 75b, subrule 92 (3))

(Heading in Form 75)

TO: (name and address)

You are required to appear before the Supreme Court of the Australian Capital Territory at the time and place specified below and show cause why the document (s) specified in the Schedule should not be delivered up and produced by delivering that document to the office of (name of company) at (address of company) within (period as ordered)

to have that document cancelled

to have that document rectified

as the notice given under subsection 1092 (2) required

to have the transfer of the said document registered

to have that document otherwise dealt with as ordered.

The applicant’s address for service is (specify address for service).

Date and time: (Date and time to be entered by the Registrar’s office unless fixed by the Court)

Place: (Address of Court)

Date: e.g. 7 May 19

Registrar

SCHEDULE

(Description of document)

—————

FORM 127

NOTICE OF PREVENTION BY THE COMMISSION UNDER SECTION 1330

OF THE CORPORATIONS LAW

(Order 77b, subrules 22 (10) and 102 (1))

(Heading in Form 75)

The Australian Securities Commission of (address for service) intervenes in (specify proceedings).

This notice is given by the Australian Securities Commission of (address) whose address for service is (specify address for service).

…………………………………..

Signed:

Name of signatory:

Capacity of signatory:

Date: e.g. 7 May 19

—————

FORM 128

AFFIDAVIT OF PRESCRIBED INFORMATION

(Order 75b, subrules 12 (2), 12 (3), 13 (2), 14 (20), 16 (3), 17 (2), 18 (2), 19 (2), 20 (2), 21 (1), 22 (3), 22 (4), 33 (3), 36 (2), 37 (2), 72 (2), 78 (2), 83 (2) and 93 (2))

(Heading in Form 75)

On (date), I (name address and occupation) say on oath:

1. On (specify date, which must be not earlier than 3 days before the application was filed) I undertook a search at the Australian Securities Commission at (location of ASC office) in respect of (name of company) (“the Company”).

2. That search indicates that:

(a) the Company was incorporated under (specify relevant statute); and

(b) the date of the Company’s incorporation was (specify date of incorporation); and

(c) the general nature of the business carried on by the Company as disclosed in its last annual return (OR as disclosed in its annual return dated (specify)) is (specify).

(Insert the following paragraph only if required for the purposes of:

(i) an application within the scope of Order 75b, rule 12 of the Rules of the Supreme Court of the Australian Capital Territory; or

(ii) an application under rule 13 for an order confirming a reduction of capital under section 195 of the Corporations Law; or

(iii) an application under rule 22 relating to a compromise with members or creditors under section 411 of the Corporations Law).

2a. That search indicated that the amounts of the authorised and issued share capital of the Company, and the classes, if any, of the issued shares are (specify).

(Insert the following two paragraphs if the company to which the proceedings relate is not the applicant, has not entered an appearance in proceedings, and has lodged a notice of address or notice of change of address under the Corporations Law)

3. The address of the registered office of the Company shown in a notice of address under subsection 218 (1) of the Corporations Law (OR notice of address under subsection 359 (1) of the Corporations Law) (OR notice of change of address under subsection 218 (3) of the Corporations Law) (OR notice of change of address under subsection 359 (3) of the Corporations Law), being the most recent of any notice of address or notice of change of address lodged with the Australian Securities Commission, is (specify).

4. That notice of address (OR notice of change of address) was lodged on (specify date of lodgment).

(Insert the following two paragraphs if the company to which the proceedings relate is not the applicant, has not entered an appearance in proceedings, and has not lodged a notice of address or notice of change of address under the Corporations Law)

3. The address of the registered office of the Company shown in a notice of address under subparagraph 84 (2) (b) (ia) of the Companies (name of State) Code (OR notice of address under subsection 217 (1) of the Companies (name of State) Code) (OR notice of change of address under paragraph 85 (4) (fa) of the Companies (name of State) Code) (OR notice of change of address under subsection 217 (3) of the Companies (name of State) Code), being the most recent of any notice of address or notice of change of address lodged with the (specify name of delegate of National Companies & Securities Commission), is (specify).

4. That notice of address (OR notice of change of address) was lodged on (specify date of lodgment).

(Insert the following if an annual return of the Company of a more recent date than that specified in paragraph 4 states an address for the registered office of the company which differs from the address shown on the most recent notice of address or notice of change of address lodged by the Company)

5. An annual return of the Company dated (specify date) states that the registered office of the Company is located at (specify address).

(Insert the following if the company to which the proceedings relate is not the applicant)

6. The applicant makes the application in the capacity of (specify) (eg shareholder in the Company, creditor of the Company).

SWORN at:

Before me:

………………………………..

A Justice of the Peace

(NOTE: Order 75b, rule 2 of the Rules of the Supreme Court of the Australian Capital Territory defines “prescribed information”, in relation to a company, as:

(a) a statement of the statute under which the company was incorporated; the date of the company’s incorporation; and the general nature of any business carried on or previously carried on by the company at any relevant time; and

(b) unless the company to which the proceedings relate is the applicant, a statement of the capacity in which the applicant makes the application; and

(c) unless the company to which the proceedings relate is the applicant or has entered an appearance in proceedings, a statement of the address of the company’s registered office as disclosed in the most recent of:

(i) a notice of address in respect of the company under subsections 218 (1) or 359 (1) of the Corporations Law or a provision of a previous law of a State or Territory that corresponds to those subsections; or

(ii) a notice of change of address in respect of the company under subsections 218 (3) or 359 (3) of the Corporations Law or a provision of a previous law of a State or Territory that corresponds to those subsections;

(iii) a statement of the date on which the relevant notice of address or notice of change of address was lodged; and

(iv) if an annual return of the company under subsection 335 (1) of the Corporations Law or a provision of a previous law of a State or Territory that corresponds to that subsection:

(A) has a more recent date than the most recent notice of address or notice of change of address lodged by the Company; and

(B) states an address for the registered office of the Company which differs from the address shown in the most recent notice of address or notice of change of address;

a statement of that address and of the date of that annual return).

12. New Schedule 13

12.1 Add at the end:

SCHEDULE 13 Order 75b, rule 7

POWERS AND FUNCTIONS OF THE COURT THAT MAY BE EXERCISED BY THE REGISTRAR

Column 1	Column 2	Column 3	Column 4
Item No.	Provision of the Corporations Law	Number of rule in Order 75b	Description (For information only)
1		9	Power to direct the notice be given
2		10	Leave to creditor, contributory or officer to be heard
3		11	Inquiry as to creditors
4	subsection 140 (4)		Power to approve alteration in constituent documents of registered foreign company
5	section 167	12	Order for cancellation of change of status of company
6	section 168	12	Order for cancellation of change from public to proprietary company
7	subsection 170 (1)		Power to determine that company has ceased to be a proprietary company
8	subsection 170 (4)		Power to determine that company has not ceased to be a proprietary company where default was accidental
9	subsection 170 (5)		Leave to convert to proprietary company
10	section 172	12	Order for cancellation of alteration of memorandum
11	section 190	13	Order confirming issue of shares at a discount
12	section 194	12	Order validating issue or allotment of shares
13	section 195	14 and 15	Powers of the Court as to reduction of capital
14	sections 197, 198 and 199	12	Order setting aside variation or abrogation of rights
15	section 198		Order as to rights of holders of shares
16	section 199		Order as to rights of classes of members
17	section 202	12	Order approving payment of interest out of capital of company
18	subsection 205 (12)	16	Application opposing giving of financial assistance
19	subsection 250 (4)		Leave to member of proprietary company to appoint proxy
20	subsection 252 (6)		Order that company is not bound to circulate statement containing defamatory matter
21	subsection 266 (4)		Power to extend period for lodgment of notice in respect of charge
22	subsection 267 (3)	21	Leave to enforce charge
23	section 274		Power to rectify register of charges
24	section 319		Order for inspection of records
25	subsection 342 (9)		Order for restoration of name of registered Australian body to the Register
26	subsection 350 (10)		Order for restoration of name of registered foreign company to the Register
27	section 411	22, 23, 24, 25, 26 and 27	Power to approve compromise or arrangement for Part 5.1 body
28	subsection 411 (6)		Appeal from resolution to place company under official management

SCHEDULE 13—continued

Column 1	Column 2	Column 3	Column 4
Item No.	Provision of the Corporations Law	Number of rule in Order 75b	Description (For information only)
29	section 419	28	Power to make order relieving person who incurs liability in belief that properly appointed as a receiver
30	section 423	29	Inquiry as to conduct of receiver
31	section 424	30	Receiver’s application to the Court for directions
32	section 425		Power to fix amount of remuneration of receiver
33	subsection 429 (3)		Power to extend time for report
34	subsection 448 (9)		Court’s power to settle nomination of liquidator
35	section 452	32	Inquiry as to conduct of official manager
36	section 454	33	Creditor’s appeal against decision to appoint official manager
37	section 456	34	Release of official manager
38	sections 460 and 461	35 to 43 (inclusive)	Winding up applications
39	section 468	45	Validation of disposition of property
40	paragraph 470 (2) (b)		Service of copy of order on another person
41	sections 476, 482 and 533	47	Grant of leave to inspect reports filed by liquidator in winding up by the Court
42	section 472	48 to 51 (inclusive)	Appointment of provisional liquidator
43	subsection 473 (1)	53	Resignation of liquidator or provisional liquidator
44	subsection 473 (2)	52	Determination of provisional liquidator’s remuneration
45	subsections 473 (3) and 473 (5)		Determination or review of liquidator’s remuneration
46	subsection 473 (7)	54	Filling vacancy in office of official liquidator
47	subsection 473 (8)		Power to declare what may be done by liquidator, where more than one liquidator is appointed by the Court
48	subsection 474 (2)		Order that property vests in liquidator
49	subsection 475 (8)	55	Power to grant leave for payment of costs and expenses incurred without the liquidator’s approval in preparing and making a report under section 475
50	subsection 477 (1)		Authorisation of liquidator to exercise powers
51	section 480	58	Release of liquidator
52	section 481	59	Report on accounts of liquidator
53	subsection 483 (1)	60	Court’s power to require property to be delivered to liquidator
54	subsection 483 (3)	62	Leave for call on contributories
55		65	Order appointing temporary joint liquidator
56		66	Taxation of costs incurred by agents of and persons employed by liquidator
57	section 484	67, 68 and 69	Appointment of special manager
58	section 486		Order for inspection of books by creditors or contributories
59	section 490		Leave of Court to wind up voluntarily where application has been filed for winding up company on ground that it is unable to pay its debts

SCHEDULE 13—continued

Column 1	Column 2	Column 3	Column 4
Item No.	Provision of the Corporations Law	Number of rule in Order 75b	Description (For information only)
60	subsection 495 (4)		Conduct of meeting in course of members’ voluntary winding up
61	subsection 496 (3)		Order that list of creditors be sent in members’ voluntary winding up
62	subsection 497 (3)		Order that list of creditors be sent in creditors’ voluntary winding up
63	section 499		Direction where different liquidators chosen
64	section 500		Execution and civil proceedings
65	section 502	71	Appointment of liquidator in voluntary winding up
66	section 503	71	Removal of liquidator
67	section 504		Review of liquidator’s remuneration in voluntary winding up
68	paragraph 506 (1) (a)		Approval to liquidator’s exercise of powers in members’ voluntary winding up
69	subsection 507 (6)		Power to sanction resolution to accept shares as consideration for sale of property of company
70	subsection 507 (9)		Power to give directions necessary for arbitration
71	subsection 507 (10)		Approval to liquidator’s exercise of powers in creditors’ voluntary winding up
72	subsection 509 (6)		Power to declare date of dissolution
73	subsection 510 (3)		Power to settle dispute as to value of security or lien or amount of debt or set-off
74	paragraph 511 (1) (a)	72	Determination of question in winding up of company
75	paragraph 511 (1) (b)		Application to the Court to exercise powers which might be exercised if a company were being wound up by the Court
76	subsection 532 (2)		Leave of Court for person to be appointed as liquidator
77	section 536	73	Supervision of liquidators
78	paragraph 542 (3) (a)		Directions as to destruction of books
79	subsection 543 (1)		Order as to the investment of surplus funds
80	subsection 544 (2)		Power of Court to order account of funds in hands of liquidator, audit or payment of money by liquidator
81	section 545		Direction to liquidator to incur particular expense
82	section 547	74	Power to direct that meeting of creditors or contributories be held
83	section 551		Leave of Court for member of committee of inspection to accept extra benefit
84	section 552	76	Power to give direction or permission where no committee of inspection is appointed
85	section 564		Order giving priority to creditor who gives a company an indemnity for costs of litigation
86	section 568	77	Disclaimer of onerous property
87	section 571	78	Power of Court to declare dissolution of company to be void
88	section 574		Reinstatement of company on application of person aggrieved
89	sections 583 and 585	79	Powers under Part 5.7 in winding up bodies other than companies

SCHEDULE 13—continued

Column 1	Column 2	Column 3	Column 4
Item No.	Provision of the Corporations Law	Number of rule in Order 75b	Description (For information only)
90	section 597	81 and 82	Examinations
91	section 743	87	Powers of Court where contravention due to inadvertence
92	subsection 1053 (5)		Power to appoint body corporate as trustee for debenture holders
93	section 1055		Enforcement of security for debentures
94	section 1056		Orders in relation to borrowing corporations
95	section 1057	91	Directions on application of trustee for debenture holders
96	section 1069		Powers as to convenants to be included in deeds relating to prescribed interests
97	section 1074	12	Order confirming resolution that undertaking or scheme be wound up
98	section 1092	92	Summons for appearance of a person
99	section 1093	93	Orders relating to a company’s refusal to register a share transfer
100	subsection 1096 (4)		Court’s power to make order to remedy default in issuing certificate
101	section 1274		Order that document be lodged
102	section 1303		Order that books be available for inspection
103	section 1319		Power to give directions with respect to meetings
104	section 1321	100	Appeals from decisions of receivers or liquidators
105	section 1322	101	Irregularities
106	section 1335		Court’s power as to costs

NOTES

1. Notified in the Commonwealth of Australia Gazette on 21 December 1990.

2. Statutory Rules 1937 No. 85 as amended to date. For previous amendments see Note 2 to Statutory Rules 1990 No. 2 and see also Statutory Rules 1990 Nos. 2, 129 and 372.

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