Supreme Court (Corporations) (WA) Rules 2004
Part 7-Liquidators


    7.5 Release of liquidator and deregistration of company (Corporations Act s.480(c) and (d))

    (1) This rule applies to an application by the liquidator of a company

    (a) for an order that the liquidator be released; or

    (b) for an order that the liquidator be released and that the Commission deregister the company.

    (2) The interlocutory process seeking the order must include

    (a) a notice stating that any objection to the release of the liquidator must be made by filing and serving a notice of objection, in the prescribed form, within 21 days after the date of service of the interlocutory process; and

    (b) a statement setting out the terms of section 481(3) of the Corporations Act.

    Note: Section 481(3) of the Corporations Act provides that an order of the Court releasing a liquidator discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the affairs of the company, or otherwise in relation to the liquidator's conduct as liquidator, but any such order may be revoked on proof that it was obtained by fraud or by suppression or by concealment of any material fact.

    (3) The supporting affidavit must include details of the following matters

    (a) whether the whole of the company's property has been realised or whether so much of the company's property has been realised as, in the liquidator's opinion, can be realised without needlessly protracting the winding-up;

    (b) any calls made on contributories in the course of the winding-up;

    (c) any dividends paid in the course of the winding-up;

    (d) whether the committee of inspection (if any) has passed a resolution approving the liquidator's release;

    (e) whether the Commission has appointed an auditor to report on an account or statement of the position in the winding-up under section 539(2) of the Corporations Act;

    (f) whether the Court has ordered a report on the accounts of the liquidator to be prepared;

    (g) whether any objection to the release of the liquidator has been received by the liquidator from

    (i) an auditor appointed by the Commission or by the Court; or

    (ii) any creditor, contributory or other interested person;

    (h) whether any report has been submitted by the liquidator to the Commission under section 533 of the Corporations Act;

    (i) whether the liquidator considers it necessary to report on the affairs of the company or any of its officers;

    (j) any property disclaimed in the course of the winding-up;

    (k) any remuneration paid or payable to the liquidator and how such remuneration was determined;

    (l) any costs, charges or expenses payable by the liquidator if the Court grants the liquidator's release;

    (m) if the application is made under section 480(c) of the Corporations Act the facts and circumstances by reason of which it is submitted that the company should not be deregistered.

    (4) The liquidator must include in the supporting affidavit the statements set out in paragraphs (a) and (b) of this subrule, including, if appropriate, the words in brackets

    (a) }To the best of my belief, there has been no act done or default made by me in the administration of the affairs of the subject corporation or otherwise in relation to my conduct as liquidator which is likely to give rise to any liability to the subject corporation or any creditor or contributory (except as disclosed in this affidavit)~

    (b) }I am not aware of any claim made by any person that there has been any such act or default (except as disclosed in this affidavit)~.

    (5) The liquidator must file with, or annex to, the supporting affidavit

    (a) a statement of the financial position of the company at the date when the interlocutory process seeking release was filed; and

    (b) a summary of the liquidator's receipts and payments in winding-up the company.

    (6) Unless the Court otherwise orders, the liquidator must serve by prepaid post, on each creditor who has proved a debt in the course of the winding-up, and on each contributory, a copy of the interlocutory process accompanied by

    (a) a copy of the summary of the liquidator's receipts and payments in winding-up the company; and

    (b) a copy of the statement of the financial position of the company at the date when the interlocutory process seeking release was filed.



Note: This is not an authorised version. The only authorised version is the hardcopy (printed) version published under authority of the Government Printer, available from the State Law Publisher, 10 William St Perth W.A. 6000.