Corporations and Corporate Insolvency Sub-area NPA logo with link NPA logo with link

Corporations and Corporate Insolvency Sub-area

About this Sub-Area

This Sub-area includes corporations matters and corporate insolvency matters, which are capable of being heard in the Corporations List.

The expression “corporations matters” in this Sub-area includes:

  • the appointment or conduct of liquidators
  • schemes of arrangement
  • shareholder oppression actions
  • Australian Securities and Investments Commission actions, such as the approval of director appointments, winding-up of companies, fundraising matters, corporate management and misconduct by company officers
  • corporations matters referred to a Judge by a Registrar.

Corporate insolvency matters in this Sub-area include matters such as:

  • voidable transactions
  • extending of convening periods
  • cross-border insolvency.

This Sub-area does not include any personal bankruptcy matters. Bankruptcy matters fall within the General and Personal Insolvency Sub-area in the Commercial and Corporations NPA.

Corporations List matters

Each registry has a Corporations List and dedicated Corporations Judges. Corporations Lists in each Registry operate consistently in accordance with the National Court Framework principles for corporations matters and according to the workflow and needs of the particular Registry.

Corporations List matters will generally be heard within 2–5 weeks from the date of filing (depending on the needs of the parties and the character of the matter).

Further information about the operation of the Corporations Lists is detailed in Schedule 1 of the Commercial and Corporations Practice Note.

Corporations matters before a Registrar

Registrars of the Federal Court have delegated jurisdiction to hear and determine a number of corporations matters including:

  • winding-up applications
  • applications to set aside a statutory demand
  • reinstatement applications
  • applications for termination of winding-up orders
  • applications to fix external administrator’s remuneration under the Corporations Act 2001 (Cth) (Corporations Act)
  • examinations pursuant to s 596A and 596B of the Corporations Act.

A Guide for Practitioners and Parties in Corporations Matters listed before a Registrar has been prepared to assist litigants who intend to apply to the Court for such corporations matters.

Practice Notes

All practice notes are to be read with the Central Practice Note.  It is the essential guide to practice in the Federal Court in all proceedings.

The NPA practice note sets out the arrangements for the management of Commercial and Corporations proceedings in this Sub-area:

NPA Practice Note:

NOTE: refer also to Schedule 1 of the practice note – Corporations and Corporate Insolvency Sub-area.

Other general practice notes and Court developed guides which may be relevant to this Sub-area include:

General Practice Notes:
Guides:

Forms, Rules & Fees

Filing fees for commencing a proceeding in this Sub-area may apply. Information about Court fees, including the fees payable and circumstances where an exemption or deferral can be given is available in Forms, Fees & Costs or from the Registry.

The general procedure for the conduct of matters in this Sub-area is set out in the Federal Court (Corporations) Rules 2000 (Corporations Rules). As the Corporations Rules do not provide a comprehensive code, the Federal Court Rules 2011 (Cth) (Rules) also apply except to the extent of any inconsistency.

In corporations matters, the applicant is known as the “Plaintiff” and the respondent as the “Defendant”.

Judge-related matters

A person may commence a corporations matter in this Sub-area by filing:

Forms:
Rules:
Note:
  • Schemes of Arrangement: When making an order under subsection 411(1) of the Corporations Act the Court will require that the explanatory statement or a document accompanying the explanatory statement, prominently display a notice in the form set out in paragraph 20 of Schedule 1: Commercial and Corporations Practice Note

Parties should consider whether it is necessary to file a Genuine steps statement (Form 16) in certain proceedings in this NPA - see r 8.02 of the Rules and the Civil Dispute Resolution Act 2011 (Cth) (including sections 6, 7 and 16).


Registrar-related matters

Applications under s459P of the Corporations Act for a winding-up order on the ground of insolvency are commenced by filing:

Forms:
Rules:
Notes:
  • Parties and practitioners must ensure the formal requirements for affidavits in corporations proceedings are complied with including amending the heading of the Form 59 Affidavit to use the heading in the Corporation Form 1 prescribed by r 2.01 of the Corporations Rules.
  • guide on commencing winding-up proceedings on the ground of insolvency and a winding-up checklist is available on the Court’s website.

Latest Judgments

  • 24 Oct 2018: Aussie Hoist Property Pty Ltd v Mulqueen (No 2) [2018] FCA 1600
    COSTS - application by the defendant for a lump sum costs order - whether lump sum costs are appropriate - whether the costs claimed by the parties were fairly and reasonably incurred - order for lump sum costs for reduced amounts made and after offsetting costs payable to the plaintiff
    Judge: Griffiths J
  • 23 Oct 2018: Lendlease RL (Rowville) Pty Ltd v Lendlease Capital Services Pty Ltd (No 2) [2018] FCA 1601
    CORPORATIONS - scheme of arrangement - second court hearing - application for approval
    Judge: Yates J
  • 19 Oct 2018: Slaven v Tisot [2018] FCA 1579
    PRACTICE AND PROCEDURE - interlocutory application seeking leave for the first defendant to represent the second defendant and requesting vacation of the scheduled hearing and an extension to the existing timetable - leave granted for the first defendant to represent the second defendant - application otherwise dismissed
    Judge: Griffiths J
  • 18 Oct 2018: Hayes v Spyrou, in the matter of Company Company Pty Ltd (in liq) [2018] FCA 1570
    CORPORATIONS - application by a liquidator to wind up a company in insolvency pursuant to s 459A of the Corporations Act 2001 (Cth) - company previously wound up voluntarily pursuant to s 491(1) of the Corporations Act - winding up in insolvency necessary for liquidator to bring an action under s 588FJ of the Corporations Act - application not…
    Judge: Farrell J
  • 18 Oct 2018: Capilano Honey Limited, in the matter of Capilano Honey Limited [2018] FCA 1568
    CORPORATIONS - application to convene a meeting of shareholders pursuant to s 411(1) of the Corporations Act 2001 (Cth) - scheme designed to effect a takeover of the target company by a consortium - where scrip consideration is shares in a proprietary company which is the holding company of the bidder - where a person who accepts scrip…
    Judge: Farrell J
  • 17 Oct 2018: Taylor (Liquidator) v CJ & KL Bond Super Pty Ltd (Trustee), in the matter of CJ & KL Bond Pty Ltd (in liq) [2018] FCA 1430
    CORPORATIONS - application for appointment of receiver and manager under s 57 of the Federal Court of Australia Act 1976 (Cth) - application for appointment required to avoid consideration of s 126K of the Superannuation Industry (Supervision) Act 1993 (Cth) - application granted.
    Judge: White J
  • 16 Oct 2018: Ross v Manpak Holdings Pty Ltd, in the matter of Manpak Holdings Pty Ltd [2018] FCA 1548
    TRUSTS AND TRUSTEES - trustee's right of indemnity - application of rights of indemnity against trust assets in circumstances where corporate trustees are insolvent CORPORATE INSOLVENCY - company carried on business as trustee of a trading trust - trustee company now in deed administration - application of the statutory priorities regime to…
    Judge: McKerracher J
  • 12 Oct 2018: Spookfish Limited, in the matter of Spookfish Limited [2018] FCA 1550
    CORPORATIONS - scheme of arrangement - application under s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting to consider a proposed scheme of arrangement - transfer scheme where acquirer to pay cash
    Judge: Banks-smith J
  • 11 Oct 2018: Hooke v Bux Global Limited (No 6) [2018] FCA 1545
    CORPORATIONS - application to wind up company on just and equitable grounds - winding up order made. CORPORATIONS - application by administrator to be appointed as liquidator - winding up order made on basis of matters including evidence of misconduct by directors - whether administrator appointed by directors would be independent and seen to be…
    Judge: Colvin J
  • 9 Oct 2018: Beattie v Gray, in the matter of Control Rail Pty Limited (in liq) [2018] FCA 1524
    CORPORATIONS - application by a liquidator for a warrant to search for and seize company books and records pursuant to s 530C of the Corporations Act 2001 (Cth) - whether liquidator had taken sufficient steps to justify the issue of a warrant - whether the books and records of the company were within the "possession" of the Defendant - application …
    Judge: Farrell J

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Important note: This information is procedural advice only. You should seek your own legal advice about legal cases and procedure in the Federal Court and in this area of law.