60Displacement of certain provisions of the Corporations Act

60 Displacement of certain provisions of the Corporations Act

60 Displacement of certain provisions of the Corporations Act

(1) The provisions of Divisions 1–9 of this Part are declared to be Corporations legislation displacement provisions for the purposes of section 5G of the Corporations Act in relation to Chapter 5 of the Corporations Act.

Note—

Chapter 5 of the Corporations Act makes provision for the external administration of companies and certain other bodies.

Section 5G (4) of the Corporations Act provides that a provision of the Corporations legislation does not—

(a) prohibit the doing of an act, or

(b) impose a liability (whether civil or criminal) for doing an act,

if a provision of a law of a State or Territory specifically authorises or requires the doing of that act. Section 27 of this Act specifically authorises a liable entity and its directors and other officers to conduct the entity’s business as provided by this Part even if insolvent. Part 5.7B of the Corporations Act prohibits a company and its directors and officers from trading while insolvent.

Section 5G (8) of the Corporations Act provides that the provisions of Chapter 5 of that Act do not apply to a scheme of arrangement, receivership, winding up or other external administration of a company to the extent to which the scheme, receivership, winding up or administration is carried out in accordance with a provision of a law of a State or Territory.

Section 5G (9) of the Corporations Act provides that if a provision of a law of a State or Territory provides that a provision is included, or taken to be included, in a company’s constitution, the provision is included in the company’s constitution even though the procedures and other requirements of that Act are not complied with in relation to the provision. Section 42 (3) of this Act provides that certain provisions relating to the removal and appointment of directors are taken to be part of the constitution of a liable entity.

Section 5G (11) of the Corporations Act provides that if a State law declares a provision of a State law to be a Corporations legislation displacement provision, any provision of the Corporations legislation with which the State provision would otherwise be inconsistent does not apply to the extent necessary to avoid the inconsistency.

However, section 5G (3) of the Corporations Act provides that section 5G will only apply to a provision of a law of a State or Territory enacted after the commencement of that Act if a law of the State or Territory declares the provision to be a Corporations legislation displacement provision for the purposes of that section.