Additional guidance on specific forms relating to external administration, controller appointments and schemes of arrangement

This page should be read with Information Sheet 29 External administrations, controller appointments and schemes of arrangement - most commonly lodged forms (INFO 29). We provide additional guidance for registered liquidators on lodging the following forms:

ROCAP, including Form 507

The ROCAP is made up of three parts:

  • Part A, which is Form 507 and is lodged with ASIC.
  • Part B, which is a questionnaire-style form for directors to complete and give to you (not to be lodged with ASIC).
  • Instructions, which comprehensively guide directors in completing the ROCAP.

Please see the Form 507 page for more information.

Part B to the ROCAP

Please ensure you do not lodge Part B to the ROCAP with ASIC, as it may contain confidential information provided by the director or officeholder. Lodging Part B of the ROCAP places it on the public record and may result in a breach of the Privacy Act 1988. You should ensure your checklists and internal systems reflect this.

If you inadvertently lodge Part B to the ROCAP, you will need to electronically lodge Form 106 Request to withdraw a lodged document to remove the entire ROCAP. A new Form 507 will have to be lodged without Part B to the ROCAP.

Form 5022 Outcome of proposal to creditors or contributories without a meeting

Limitations on use

If you do not hold a meeting, you might not be able to pass resolutions:

  • relating to provisions not contained in the Insolvency Practice Schedule in Schedule 2 to the Corporations Act (Schedule 2), including:
    • certain acts of a liquidator under section 477 of the Corporations Act, such as compromises of debts and entering into agreements for a period greater than three months
    • varying or terminating a deed of company arrangement under sections 444E and 445A of the Corporations Act
  • for remuneration in ongoing administrations (those that commenced prior to 1 September 2017), depending on the date of your appointment.

Form 5022 Outcome of proposal without a meeting includes the above items that the Insolvency Practice Rules (Corporations) 2016 (Practice Rules) may not currently allow you to resolve without a meeting of creditors.

We suggest you seek your own advice on the types of proposals you can put to creditors under section 75-40 of Schedule 2.

Annexures to Form 5022

We expect you will lodge all the information you sent to creditors or members to consider the proposal, including:

  • the proposal and accompanying circular to creditors
  • any reports provided that are relevant to the proposal (e.g. remuneration reports)
  • any other information provided that is relevant to the proposal.

For example, if the proposal is to approve remuneration, the documents lodged would include the notice of proposal, the remuneration report sent to creditors and a copy of the circular to creditors (if it contains information relevant to the remuneration proposal).

You are not required to lodge the following information:

  • completed voting slips
  • the registered liquidator's summary of the outcome of the proposal (as this is captured in the Form 5022 itself).

No response from creditors

If you do not receive any responses from creditors to the request for a resolution without a meeting, the proposed resolution is taken not to have been passed. You will still need to lodge Form 5022 with ASIC.

In this instance, after you indicate the resolution has not passed you will still need to complete the remaining questions.

Under the 'Outcome of the proposal' section, you should choose 'No' for each question to reflect that no response was received.

Under the 'Summary of voting results' section, you should enter zero for each question to reflect that no response was received.

Lodgement of Form 5601 following replacement of an appointee

You must give creditors a report about dividends and other information within three months after the date of your appointment: Rule 70-40 of the Practice Rules. The rule also provides that you must a lodge a copy of the report (as Form 5601 Statutory report by a liquidator to creditors) with ASIC at the same time. We expect you to lodge the form within one day after you send it to the creditors.

As the requirement to provide the report is based on the date of the liquidator's appointment, we consider that a replacement liquidator must issue the report and lodge Form 5601 within three months of their appointment. This is the case regardless of whether the replacement liquidator is from the same firm or a different firm from the outgoing liquidator, even if a joint and several liquidator was replaced by another from the same firm and the ongoing liquidator has already issued such a report.

Lodgement of Form 5602 following replacement of an appointee

Whether you need to lodge Form 5602 Annual administration return when an appointee is replaced depends on the circumstances of each case. Below are examples of possible scenarios.

Sole appointee replaced

If you are the sole appointee and resign as external administrator or controller and another registered liquidator from the same firm or a different firm is appointed as a replacement, you (as the outgoing appointee) must lodge a Form 5602 covering the period from the last anniversary date to the date you ceased as the external administrator or controller.

The 'annual return year' for the replacement registered liquidator then commences from the date of their appointment and not from the original appointment date. So, the first Form 5602 for the replacement registered liquidator would be from the date of their appointment to a date one year from then.

Joint and several appointee replaced

If you are a joint and several appointee and resign as external administrator or controller and another registered liquidator from the same firm or a different firm is appointed as a replacement on a joint and several basis, no partial-year Form 5602 is required.

The ongoing appointee and replacement appointee will lodge a Form 5602 for the full annual return year from the last anniversary date.

Lodgement of Form 5602 and 5603 for multiple receivership appointments

When you lodge several Forms 505 Notice of appointment or cessation of an external administrator for multiple receivership appointments (e.g. if you are appointed as a receiver under different securities on different dates), we create separate roles on the company register. In these circumstances, you should lodge Form 5602 and Form 5603 for each appointment.

More information

For more information on external administration, controller appointments and schemes of arrangement, visit www.asic.gov.au/insolvency or contact ASIC on 1300 300 630 or online at www.asic.gov.au/question.

Last updated: 19/09/2019 01:44