444Application of Corporations Act—voluntary winding up and court-ordered winding up

#### 444 Application of Corporations Act—voluntary winding up and court-ordered winding up 444 Application of Corporations Act—voluntary winding up and court-ordered winding up > > (1) Application of this section This section applies to the winding up of a co-operative— > > > > > (a) voluntarily; or > > > > > (b) by the Supreme Court. > > > (2) Winding up of co-operatives A co-operative may be wound up in the same way and in the same circumstances as a company under the Corporations Act may be wound up. > > > (3) Application of Corporations Act The winding up of a co-operative is declared to be an applied Corporations legislation matter for the purposes of the Corporations application legislation of this jurisdiction in relation to Parts 5.4, 5.4A, 5.4B, 5.5 and 5.6 of the Corporations Act, subject to the following modifications— > > > > > (a) a reference in section 459B or 459C of the Corporations Act to section 234 of that Act is to be read as a reference to section 133 of this Law; > > > > > (b) section 462 (2) (h) of the Corporations Act is taken to be omitted; > > > > > (c) the reference in section 464 of the Corporations Act to an investigation under Division 1 of Part 3 of the ASIC Act is to be read as a reference or an investigation or inquiry under this Law; > > > > > (d) a reference in section 467B of the Corporations Act to section 233 is to be read as a reference to section 134 of this Law; > > > > > (e) section 470 (3) of the Corporations Act is to be read as if the words “, and subsection 1274 (2) applies in relation to the document containing those particulars and to the office copy as if they were documents lodged with ASIC” were omitted; > > > > > (f) section 495 of the Corporations Act is to be read as being subject to section 445 of this Law; > > > > > (g) section 513B of the Corporations Act is to be read as if it were amended by inserting after paragraph (d)— > > > > > > > > (da) if, when the resolution was passed, a winding up of the co-operative on the certificate of the Registrar was already in progress—on the date that the certificate was given; or > > > > > (h) section 516 of the Corporations Act is to be read as if it were amended by inserting after “past member”, “together with any charges payable by him or her to the co-operative in accordance with the rules of the co-operative”; > > > > > (i) section 521 of the Corporations Act is to be read as being subject to section 450 of this Law; > > > > > (j) references in section 544 of the Corporations Act to dealing with money under Part 9.7 of that Act are to be read as references to dealing with the money under Part 9.7 of that Act as applying under section 436 of this Law; > > > > > (k) references in sections 565–567 of the Corporations Act to 23 June 1993 are, if the Co-operatives National Law Act of this jurisdiction so provides, to be read as references to a date specified in that Act of this jurisdiction for the purposes of this paragraph; > > > > > (l) the definition of external administration matter in section 580 of the Corporations Act is taken to be omitted and the following definition substituted— > > > > > > > external administration matter means a matter relating to a winding up of a co-operative or participating co-operative under Part 4.5 of the Co-operatives National Law. > > > > > (m) section 15 (2) (g) of this Law does not apply to the definition of prescribed country in section 580 of the Corporations Act; > > > > > > Note— > > > > > > The meaning of the term “prescribed country” accordingly is determined by regulations under the Corporations Act. > > > > > (n) a reference in the provisions to a registered liquidator is to be read as including a reference to a person approved by the Registrar as a liquidator of a co-operative; > > > > > (o) a reference in the provisions to any provision of Part 2F.1 of the Corporations Act is to be read as a reference to the appropriate provision of Division 4 of Part 2.5 of this Law; > > > > > (p) for the purposes of the application of the provisions to a winding up on the certificate of the Registrar, the winding up is to be considered to be a voluntary winding up (but section 490 of the Corporations Act does not apply); > > > > > (q) the provisions are to be read subject to sections 121 and 450 of this Law for the purposes of determining the liability of members and former members to contribute on a winding up of a co-operative; > > > > > (r) the modifications referred to in section 13 (3) of this Law so far as they are relevant. > > > > Note— > > > > See section 13, including Note 1 to that section. > > > (4) Where applied provisions of Corporations Act prevail over other provisions of this Law Despite any other provisions of this Law— > > > > > (a) a copy of a special resolution for the voluntary winding up of a co-operative referred to in section 491 (2) (a) of the Corporations Act as applying under this section is to be filed with the Registrar— > > > > > > > (i) within the period referred to in that paragraph (and not the period of 28 days referred to in section 243 (2) of this Law); or > > > > > > > (ii) within a longer period approved by the Registrar; and > > > > > (b) the form of a notice or account required to be given or lodged by a liquidator under section 496, 497, 537 or 539 of the Corporations Act as applying under this section is the form required under the section concerned but with any necessary modifications (and not a form approved under this Law); and > > > > > (c) the quorum for a meeting referred to in section 509 of the Corporations Act as applying under this section is the quorum referred to in that section (and not a quorum determined under section 255 of this Law); and > > > > > (d) the time when a voluntary winding up is taken to commence is to be determined under section 513B of the Corporations Act as applying under this section and is not affected by section 242 of this Law. > > > (5) Where other provisions of this Law prevail over applied provisions of Corporations Act The provisions of the Corporations Act applying under this section have effect subject to any other sections of this Part.