Flowchart 7: Voluntary administration or DOCA to a creditors’ voluntary winding up

This flowchart and the explanatory text should be read with Information Sheet 29 External administration, controller appointments and schemes of arrangement: Most commonly lodged forms (INFO 29).

Unless otherwise permitted by the Corporations Act, a person must not act as a creditors’ voluntary liquidator unless they are a registered liquidator: section 532(1).

Flowchart 7: Voluntary administration or DOCA to a creditors’ voluntary winding up

Flowchart 7: Voluntary administration or DOCA to a creditors’ voluntary winding up

* ASIC PNW = ASIC published notices website.

Explanation of Flowchart 7: Voluntary administration or DOCA to a creditors’ voluntary winding up[1]

Step Form or notice Notes

1 (select one of Steps 1a–1d, as dictated by the circumstances):

1a
(from voluntary administration: resolution to wind up company)

Form 509D
Notice of special resolution to wind up company

Legislation: section 446A(1)(a), 446A(5)(a) and 439C(c). Form 509D is an ASIC-approved form.

Requirement: Lodgement is mandatory, contingent on the circumstances arising (if resolution to wind up company from voluntary administration).

Tick-a-box choice (Special resolution passed or taken to have been passed): The creditors of the company (under administration) resolved that the company be wound up under s439C(c).

Lodgement: The liquidator must lodge within 5 business days after the resolution is passed. Online lodgement is preferred.

Company status:[2] The company status is already EXAD as a result of the voluntary administrator appointment (see Flowchart 5). Processing of the first of either Form 505 or Form 509D will create a new appointment as liquidator.

Note: Processing of Form 509D will end the voluntary administrator appointment where the voluntary administrator and liquidator are the same person.

and …

ASIC published notices website[3]
Notice of deemed special resolution to wind up company

Legislation: section 446A(5)(b) and regulation 5.3A.06A.

Requirement: Publication is mandatory, contingent on the circumstances arising (if resolution to wind up company from voluntary administration).

Publication: The liquidator must publish the notice on the ASIC published notices website by the end of the next business day after a liquidator is appointed to administer the winding up of the company.

1b
(from voluntary administration: failure to execute DOCA)

Form 509D
Notice of special resolution to wind up company

Legislation: section 446A(1)(b) and 446A(5)(a). Form 509D is an ASIC-approved form.

Requirement: Lodgement is mandatory, contingent on the circumstances arising (if there is a failure to execute the DOCA).

Tick-a-box choice (Special resolution passed or taken to have been passed): The company did not execute a deed of company arrangement within the time required by s444B(2).

Lodgement: The liquidator must lodge Form 509D within 5 business days after passing of the resolution. Online lodgement is preferred.

Company status: The company status is already EXAD as a result of the voluntary administrator appointment (see Flowchart 5). Processing of the first of either Form 505 or Form 509D will create a new appointment as liquidator.

Note: Processing of Form 509D will end the voluntary administrator appointment where the voluntary administrator and liquidator are the same person.

and …

ASIC published notices website
Notice of deemed special resolution to wind up company

Legislation: section 446A(5)(b) and regulation 5.3A.06A.

Requirement: Publication is mandatory, contingent on the circumstances arising (if there is a failure to execute the DOCA).

Publication: The liquidator must publish the notice on the ASIC published notices website by the end of the next business day after a liquidator is appointed to administer the winding up of the company.

1c
(from DOCA: court terminates deed or specified circumstances exist)

Form 509D
Notice of special resolution to wind up company

Legislation: sections 445C(a), 445D(1) and 446AA(4)(a) (court terminates deed) or sections 445C(c) (specified circumstances exist). Form 509D is an ASIC-approved form.

Requirement: Lodgement is mandatory, contingent on the circumstances arising (if a court terminates the DOCA or specified circumstances exist).

Tick-a-box choice (Special resolution passed or taken to have been passed):
[Court termination] The court made an order under s445D terminating the deed of company arrangement.

Or

[Specified circumstances] Circumstances existed which, under the terms of the deed of company arrangement executed by the company, result in the termination of the deed and the winding-up of the company.

Lodgement: The liquidator must lodge within 5 business days after the resolution is passed. Online lodgement is preferred.

Company status: The company status is already EXAD as a result of the voluntary administrator appointment (see Flowchart 5). Processing of the first of either Form 505 or Form 509D will create a new appointment as liquidator.

Note: Processing of Form 509D will end the deed administrator appointment where the deed administrator and liquidator are the same person.

and …

ASIC published notices website Notice of deemed special resolution to wind up company

Legislation: section 446AA(4)(b).

Requirement: Publication is mandatory, contingent on the circumstances arising (if a court terminates the DOCA).

Publication: The liquidator must publish the notice on the ASIC published notices website within 5 business days after the resolution is passed.

1d
(from DOCA: creditors pass resolution to wind up company)

Form 509D
Notice of special resolution to wind up company

Legislation: section 446A(1)(c)(ii) and 446A(5)(a). From 509D is an ASIC-approved form.

Requirement: Lodgement is mandatory, contingent on the circumstances arising (if a meeting of creditors terminates the DOCA).

Tick-a-box choice (Special resolution passed or taken to have been passed): At a meeting convened under Corporations Act 2001, Schedule 2, Insolvency Practice Schedule (Corporations) s75-10, s75-20 or s90-21 the creditors of the company passed a resolution terminating the deed of company arrangement executed by the company and resolved under s445E that the company be wound up.

Lodgement: The liquidator must lodge within 5 business days after the resolution is passed. Online lodgement is preferred.

Company status: The company status is already EXAD as a result of the voluntary administrator appointment (see Flowchart 5). Processing of the first of either Form 505 or Form 509D will create a new appointment as liquidator.

Note: Processing of Form 509D will end the deed administrator appointment where the deed administrator and liquidator are the same person.

and …

ASIC published notices website
Notice of deemed special resolution to wind up company

Legislation: section 446A(5)(b) and regulation 5.3A.06A.

Requirement: Publication is mandatory, contingent on the circumstances arising (if a meeting of creditors terminates the DOCA).

Publication: The liquidator must publish the notice on the ASIC published notices website by the end of the next business day after a liquidator is appointed to administer the winding up of the company.

2

Form 505
Notification of appointment or cessation of an external administrator (appointment)

Legislation: section 537(1). Form 505 is an ASIC-approved form.

Requirement: Lodgement is mandatory.

Tick-a-box choice (Details of appointment): Liquidator of creditors’ voluntary liquidation.

Lodgement: The liquidator must lodge within 14 days after appointment. Online lodgement is preferred.

Note 1: When lodging online and Form 509D has already been lodged, the liquidator’s name should already be showing as a current role. Choose to confirm an existing appointment rather than add a new role, or a duplicate role may be created.

Note 2: If you are lodging Form 505 at the same time as Form 509D, to avoid creating a duplicate appointment, lodge Form 505 first and then Form 509D.

Note 3: If you are not appointed as liquidator, you will need to lodge Form 505 to cease your role as voluntary administrator.

3
(contingent)

Liquidator is different to the administrator

Form 531
Copy of declaration of relevant relationships and/or declaration of indemnities

Legislation: section 90-35 of Schedule 2 and Rule 75-265(6) of the Practice Rules. Form 531 is an ASIC administrative form.

Requirement: Lodgement is mandatory, contingent on the liquidator being different to the administrator.

Tick-a-box choice (Type of appointment): ‘Incoming administrator proposed under s90-35(1)(b) of Schedule 2'.

Lodgement: The incoming liquidator must lodge the declaration and consent to act within 5 business days of the meeting. Online lodgement is required.

4

Form 5603
End of administration return for the voluntary or
deed administration
Legislation: section 70-6(2) of Schedule 2.

Requirement: Lodgement is mandatory.

Lodgement: The voluntary administrator or administrator of a deed of company arrangement must lodge within 1 month after the end of the external administration.

The administrator must also give notice to the company that a return has been lodged, if requested to do so in writing: section 70-6(4).

Online lodgement as structured data is required.

5

Creditors' voluntary liquidation

Please see Step 6 in Flowchart 2 for the lodgements required from this step onwards.

More information

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



[1] Types of forms: Information is lodged with, and received by, ASIC for recording on the company register as ‘forms’. Forms fall into one of the following categories:

  • a prescribed form, which is a form prescribed in Schedule 2 to the Corporations Regulations, or
  • an ASIC-approved form, which is a form that is not prescribed, but is one that ASIC may approve under section 350 of the Corporations Act and section 100-6 of Schedule 2, or
  • an ASIC administrative form, which is a form that is neither prescribed nor approved, but is one that has been given an administrative form number by ASIC for the purpose of identifying the type of information being lodged (e.g. Form 5011).

[2] Company status: Certain form lodgements cause company status changes. These may not apply if a company is subject to another external administration. The status of a company is recorded on ASIC’s database as:

  • REGD – registered
  • EXAD – under external administration and/or controller appointed
  • SOFF – strike-off action in progress
  • DRGD – deregistered

[3] ASIC published notices website: An ASIC-hosted website for the publication of notices, including insolvency and external administration-related notices, required to be published in the prescribed manner under Pt 5.1, 5.3A, 5.4, 5.4B, 5.4C, 5.5, 5.6, 5.8 or 5A.1 of the Corporations Act, Schedule 2, the Practice Rules or lodged in accordance with regulation 5.6.75 of the Corporations Regulations.

Last updated: 06/12/2019 08:40