This section provides guidance on:
Payment of fees
Most forms lodged in an external administration, controller appointment or scheme of arrangement do not attract a fee unless they are lodged outside of the prescribed time period. You should review each form for the prescribed time period for lodgement. Late fees must be paid by the external administrator, controller or scheme administrator and not charged to the external administration, controller appointment or scheme of arrangement.
Correcting or withdrawing lodged forms
You can notify a correction to a previously lodged document that we have processed (mostly commonly a correction to a date). You must submit Form 492 Request for correction or Form 902 Notification of supplementary information (for forms lodged online). Supporting evidence must be attached for correction to a date.
In exceptional circumstances, we may accept lodgement of Form 106 Request to withdraw a lodged document: see the guide at the end of Form 106.
Correcting or withdrawing published notices
If you need to replace a notice due to an error or because circumstances change, you need to lodge a new notice for publication using the ‘replace notice’ function. This provides a link from the amended notice to the first notice so that interested parties are aware that the original notice has been superseded. You may need to pay a fee if the original notice required a fee to be paid.
Only ASIC can withdraw a notice after it is published. We will only withdraw a published notice in exceptional circumstances. We will not withdraw a notice because of a simple spelling, grammatical or typographical error. To request withdrawal of a notice, send an email to publishednotices@asic.gov.au.
Notifying ASIC of changes to your details
You must notify us of changes required to the following registers:
- The company register: External administrators and controllers must notify us within 14 calendar days (or 10 business days for a voluntary administrator or deed administrator) after a change in their principal place of practice using Form 506 Notification of change of address of an external administrator or controller or scheme administrator. If you are registered to use the registered liquidator portal and Form 506 is lodged electronically, all appointments linked to your registration number will be updated with lodgement of that form (up to 50 appointments per form). If you have more than 50 appointments, you will need to complete multiple forms to update the data.
When lodging in paper or for current appointments not linked to your registration number, you must lodge a separate Form 506 for each appointment.
- The registered liquidator register: We must maintain a register of liquidators (see section 15-1(1) of Schedule 2) and registered liquidators must notify us within 10 business days if they cease to practice, change their name or firm and/or practice name, or change their address (see section 35-5(1)(b) of Schedule 2 and Rule 35-1 of the Practice Rules).
For guidance on updating your liquidator registration details, refer to Changing, cancelling or suspending your liquidator registration.
The meaning of lodgements by ‘the company’
Although section 491(2) refers to lodgement of Form 205 Notification of resolution and notice under section 491 by ‘the company’, it is in effect the liquidator who attends to these lodgements. As a liquidator, you have the power to attend to lodgements by ‘the company’ under sections 506(1)(b) and 477(2)(d).
Meetings where there is no quorum
A meeting convened where there is no quorum is still considered a meeting; however, it must not act unless there is an exception in the Practice Rules. The following three exceptions are outlined in Rule 75-105(1) of the Practice Rules:
- the election of a person to preside at the meeting
- the proving of debts, and
- the adjournment of the meeting.
Rule 75-105(2) provides that if more than two persons are entitled to vote, at least two persons must be present at the meeting. If only one or two persons are entitled to vote, either that one person or those two persons must be present.
Rule 75-105(3) provides that a quorum exists if only one person is present in person at the meeting and that person represents, personally or via proxy, sufficient persons to constitute a quorum.
Rule 75-105(4) provides for the adjournment of a meeting where there is no quorum within 30 minutes of the time appointed for the meeting. The meeting lapses where there is no quorum within 30 minutes of the time appointed for the reconvened meeting: Rule 75-105(8).
Rule 75-145 requires the person presiding at a meeting to lodge a copy of the minutes within a specified period after the ‘end of the meeting’ for meetings convened under a particular section of the Corporations Act. We consider the ‘end of the meeting’ for a meeting where there is a quorum to be the conclusion of that meeting. If a meeting is adjourned and reconvened, then it would be at the conclusion of the reconvened meeting. The person presiding at the meeting should lodge one aggregate set of minutes for a meeting which had an adjournment or multiple adjournments.
Minutes for an adjourned meeting where there was no quorum must still be lodged within the specified timeframe, and the minutes would note that there was no quorum.
Finalising a winding-up when a controller is still appointed
When a controller role exists, we expect that a liquidator will continue in their role until the controller has finalised their role. As the liquidator, you should continue lodging Form 5602 Annual administration return and complying with your other duties. Once the controller’s appointment ceases, you can then finalise the winding-up by lodging Form 5603 End of administration return.
Timely completion of the liquidation may require you to communicate regularly with other external administrators or controllers about the status of their role(s).
Cancellation of meetings
Meetings of creditors or of members and creditors properly convened under the Corporations Act cannot be unilaterally cancelled by the convenor of the meeting.
Lodgements after an appointment has ended
You can lodge outstanding forms and/or documents with ASIC even after resignation but before a company is deregistered. If there are any issues lodging online, you will need to lodge in paper form (where available).
Applying for consent for the early destruction of books
When a company has been wound up, the last external administrator of a company must retain all books of the company and of the external administration that are relevant to the affairs of the company at or subsequent to the commencement of the winding up. As the external administrator, you must retain these books for a period of five years from the end of the external administration. After expiry of this time period, you may destroy these books.
However, in some circumstances, you may destroy the books of the company and of the external administration within the five-year period. A liquidator may destroy the books early where creditors passed a resolution consenting to the early destruction of records and ASIC consents to the destruction.
Regulatory Guide 81 External administration: Early destruction of books (RG 81) provides detailed guidance on how we interpret the law. In particular, we will consent to the early destruction of a company’s books, but not those of the external administration: see RG 81.23–RG 81.24.
As the liquidator of the company, you should submit an application for early destruction of books through the ASIC Regulatory Portal.
The liquidator’s role when a company is reinstated
If the court reinstates a company under section 601AH(2), the liquidator appointed under the court order reinstating the company must:
- lodge Form 5602 from the date of reinstatement (i.e. three months after the end of the first anniversary of the date of reinstatement) or the date of appointment specified in the court order
- consider all other obligations under the Corporations Act and relevant rules and regulations, then finalise the liquidation when the affairs of the company are fully wound up.
Order for lodging forms when a restructuring plan lapses
After lodging Form 5608 Notice of ending of restructuring (using Form EX05 Notice of ending of restructuring in the ASIC Liquidator Portal), you may find that you cannot commence drafting Form 505 Notification of appointment or cessation of an external administrator.
This is because lodging Form 5608 automatically ceases the restructuring practitioner role. This means the subsequent lodgement of Form 505 to cease the role is not possible (as the role has already been ceased).
To prevent this, you must commence drafting both the Form 5608 and Form 505 in the ASIC Liquidator Portal before lodging either form. Once both forms are complete, you should lodge Form 5608 first and then Form 505.
