Companies Act 1961 Regulations 2002
i
Companies Act 1961 Regulations 2002
S.R. No. 58/2002
TABLE OF PROVISIONS
Regulation Page
PART 1—PRELIMINARY 1
1. Objective 1
2. Authorising provision 1
3. Commencement 1
4. Revocation 1
5. Definition 2
PART 2—FORMS 3
6. Forms 3
7. Particulars prescribed by forms 3
PART 3—GENERAL PROVISIONS RELATING TO FORMS
AND OTHER DOCUMENTS 4
8. General requirements 4
9. Time for lodging documents 6
10. Affidavits and statutory declarations 6
11. Signature of documents lodged with Commissioner 6
12. Penalty 7
PART 4—MEETINGS OF CREDITORS, MEMBERS OR
CONTRIBUTORIES 8
13. Application of Part 8
14. Notices of meetings (Form 10) 8
15. Quorum 9
16. Chairman 10
17. Adjournment of meeting 10
18. Passing of resolutions 10
19. Creditors who may vote 11
20. Votes of secured creditors 11
21. Creditor required to give up security 12
22. Admission and rejection of proof for purposes of voting 12
-- 1 of 47 --
Regulation Page
ii
23. Record of meeting 12
24. Copy of minutes of meeting to be lodged with the
Commissioner 13
PART 5—JOINT MEETINGS OF THE CREDITORS AND
MEMBERS OF A COMPANY 14
25. Application of Part 14
26. Quorum 14
27. Chairman 14
28. Adjournment of meeting 14
29. Passing of resolution 15
30. Casting vote 15
31. Record of meeting 15
PART 6—PROOF OF DEBTS IN A VOLUNTARY
WINDING UP 16
32. Application of Part 16
33. Proof of debt 16
34. Statutory declaration proving debt (Forms 8 and 9) 16
35. Notice of day by which debts to be proved 16
36. Time for liquidator to deal with proofs (Form 11) 17
37. Persons who make statutory declarations 17
38. Contents of statutory declaration 18
39. Statement of security 18
40. Costs of proof 18
41. Discount 18
42. Periodical payments 18
43. Debt payable at future time 19
44. Production of instrument on which company liable 19
45. Proof admitted improperly to be omitted at instance of
liquidator 19
46. Proof admitted improperly to be omitted at instance of
creditor or contributory 20
47. Liquidator may administer oaths and take affidavits 20
48. Liquidator not liable for costs of appeal 20
PART 7—PROXIES OF CREDITORS AND
CONTRIBUTORIES 21
49. Appointment of proxies 21
50. Form of proxies (Form 12) 21
51. Proxy of disabled person 21
52. Proxy forms to accompany notice of meetings 22
53. General proxy 22
54. Special proxy 22
-- 2 of 47 --
Regulation Page
iii
55. Liquidator may act as proxy 23
56. Voting by proxy where financially interested 23
57. Liquidator may appoint deputy 23
__________________
SCHEDULE 24
SCHEDULE 1—List of Forms 24
SCHEDULE 2—Forms 26
Form 1—Return by liquidator relating to final meeting 26
Form 2—Notice of appointment and situation of office of
liquidator (winding up by the court) 27
Form 3—Notice of appointment and situation of office of
liquidator (members' voluntary winding up) 28
Form 4—Notice of appointment and situation of office of
liquidator (creditors' voluntary winding up) 29
Form 5—Notice of change in situation of office of liquidator 30
Form 6—Notice by liquidator of resignation or removal from office 31
Form 7—Liquidator's account of receipts and payments and
statement of the position in the winding up and statutory
declaration verifying liquidator's account and statement 32
Form 8—Statutory declaration as to proof of debt—general form 37
Form 9—Statutory declaration as to proof of debt—employees'
group form 39
Form 10—Notice of meeting of creditors, members or
contributories 41
Form 11—Notice of rejection of proof of debt 42
Form 12—Appointment of proxy 43
═══════════════
ENDNOTES 44
-- 3 of 47 --
1
STATUTORY RULES 2002
S.R. No. 58/2002
Companies Act 1961
Companies Act 1961 Regulations 2002
The Governor in Council makes the following Regulations:
Dated: 16 July 2002
Responsible Minister:
ROB HULLS
Attorney-General
HELEN DOYE
Clerk of the Executive Council
PART 1—PRELIMINARY
1. Objective
The objective of these Regulations is to prescribe
matters that are necessary for the continuing
operation of the Companies Act 1961.
2. Authorising provision
These Regulations are made under section 384 of
the Companies Act 1961.
3. Commencement
These Regulations come into operation on
2 August 2002.
4. Revocation
The Companies Regulations 19921 are revoked.
-- 4 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
2
5. Definition
In these Regulations, "the Act" means the
Companies Act 1961.
_______________
r. 5
-- 5 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
3
PART 2—FORMS
6. Forms
Subject to these Regulations, if a provision of the
Act or of these Regulations is specified in
column 1 of Schedule 1, the form set out in
Schedule 2 the number of which is specified in
column 3 of Schedule 1 opposite that provision is
prescribed as the form to be used for the purposes
of that provision in relation to the matter or thing
described in column 2 of Schedule 1 opposite that
provision.
7. Particulars prescribed by forms
(1) If a prescribed form requires completion by the
insertion of, or the attachment to the form of, a
document containing particulars or other matters
referred to in the form, those particulars or other
matters are prescribed as the particulars or other
matters required under the provisions of the Act or
of these Regulations for the purposes for which
the form is prescribed.
(2) A prescribed form must be completed in
accordance with any directions specified in the
form.
_______________
r. 6
-- 6 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
4
PART 3—GENERAL PROVISIONS RELATING TO FORMS
AND OTHER DOCUMENTS
8. General requirements
A document to be lodged with the Commissioner
under the Act or these Regulations must comply
with the following requirements—
(a) the document must be on paper of medium
weight and good quality and of foolscap
folio size or of International Sheet size A4 or
any other size approved by the
Commissioner;
(b) subject to the Act, the document must be
clearly printed typewritten or handwritten in
ink of sufficient density to provide a
satisfactory reproduction by photographic
means;
(c) except with the consent of the
Commissioner, the document must not be a
carbon copy or a copy reproduced by any
spirit duplication method;
(d) the document must have margins of not less
than 25 millimetres on the left-hand side and
not less than 13 millimetres on the right-hand
side;
(e) if the document comprises 2 or more
sheets—
(i) the sheets must be bound together
securely; and
(ii) each sheet must have a margin of not
less than 25 millimetres on the side on
which it is bound in addition to any
space required for binding;
r. 8
-- 7 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
5
(f) if the document comprises more than
20 sheets, it must be bound securely inside a
durable and flexible cover;
(g) the document must have endorsed on the
front sheet—
(i) the registered number allotted by the
Commissioner to the corporation to
which the document relates;
(ii) the name of the corporation to which
the document relates;
(iii) the title of the document (being, if the
document is a form prescribed by these
Regulations, the same as the heading to
the form);
(iv) the name, address and telephone
number of the legal practitioner or other
person by whom or on whose behalf the
document is lodged; and
(v) the words—"Lodged with the
Commissioner for Corporate Affairs";
(h) if the document is a form relating to a no
liability company, the form must be
completed by inserting the words "No
Liability" in place of the word "Limited";
(i) in the case of an unlimited Company the
word "Limited" must be deleted; and
(j) if the document contains maps or charts upon
which areas have been distinguished by
colour, those areas must, in addition, be
distinguished by hatching, numbering or
lettering.
r. 8
-- 8 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
6
9. Time for lodging documents
If a document is by the Act or these Regulations
required to be lodged with the Commissioner but
a period of time within which the document is to
be lodged is not prescribed, the document must be
lodged within one month or, in the case of a
document required to be lodged by a foreign
company, within such further period as the
Commissioner in special circumstances allows,
after the happening of the event to which the
document relates.
10. Affidavits and statutory declarations
(1) Except as otherwise provided in the Act or in
these Regulations, an affidavit or a statutory
declaration sworn or declared for the purposes of
the Act or these Regulations on behalf of a
corporation must be sworn or declared by a
director or by the secretary of the corporation.
(2) If an affidavit or a statutory declaration prescribed
by the Act or these Regulations purports to be
sworn or declared at a place outside the State, the
affidavit or statutory declaration is sufficient for
the purposes of the Act and these Regulations if it
purports to be sworn or declared in accordance
with the requirements of the law of that place.
11. Signature of documents lodged with Commissioner
Except as otherwise provided in the Act or in
these Regulations, a document relating to a
corporation lodged with the Commissioner under
the Act or under these Regulations must be signed
or authenticated by a director or by the secretary
or manager of the corporation or, in the case of a
document relating to a foreign company, by the
agent of the foreign company in the State or, if the
agent is a company, by the secretary of that
company.
r. 9
-- 9 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
7
12. Penalty
A person must not contravene a provision of these
Regulations.
Penalty: $40.
_______________
r. 12
-- 10 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
8
PART 4—MEETINGS OF CREDITORS, MEMBERS OR
CONTRIBUTORIES
13. Application of Part
Except where provisions to the contrary are made
by the Act, the provisions of this Part apply to and
in relation to—
(a) meetings of creditors, members or
contributories called by a liquidator under
section 232(3)(b), 237(2), 241(1), 242(8),
259(1) or 271(1) of the Act; and
(b) meetings of creditors or of contributories
referred to in section 242(6) of the Act; and
(c) meetings of the creditors of a company
summoned by 2 of those creditors under
section 261(5) of the Act; and
(d) meetings of the creditors of a company
referred to in section 269(1)(a) of the Act;
and
(e) meetings of the creditors of a company
referred to in section 277A(2) of the Act; and
(f) meetings of the creditors of a company held
for the purposes of section 284(3)(c) of the
Act.
14. Notices of meetings (Form 10)
(1) The person summoning a meeting of creditors or
of members or contributories must give not less
than 14 days' notice of the time and place of the
meeting by advertisement in a daily newspaper
circulating generally throughout the State and
must, not less than 14 days before the day
appointed for the meeting, send notice of the
meeting by post to every person appearing by the
company's books or otherwise to be a creditor of
r. 13
-- 11 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
9
the company or a member or contributory of the
company, as the case may be.
(2) A notice to a creditor must be sent to the address
given in the proof of debt, or if the creditor has
not proved, to the address given in the statement
of affairs of the company or to such other address
as may be known to the person summoning the
meeting.
(3) A notice to a member or a contributory must be
sent to the address mentioned in the company's
books as the address of the member or
contributory, or to such other address as may be
known to the person summoning the meeting.
15. Quorum
(1) A meeting of creditors, members or contributories
must not act for any purpose except the election of
a chairman, the proving of debts, and the
adjournment of the meeting, unless there are
present or represented at least 2 creditors entitled
to vote, or 2 members or 2 contributories, or all
the creditors entitled to vote or all the members or
contributories if the number of creditors entitled to
vote or the members or contributories, as the case
may be, does not exceed 2.
(2) If within half an hour after the time appointed for
the meeting a quorum of creditors, members or
contributories is not present or represented, the
meeting must stand adjourned to the same day in
the next week at the same time and place, or to
such other day (not being less than 7 or more than
21 days from the day from which the meeting is
adjourned) and at such other time and place as the
chairman may appoint.
r. 15
-- 12 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
10
16. Chairman
(1) Subject to section 203(2) of the Act and to sub-
regulation (2), the persons present at a meeting of
the creditors, members or contributories of a
company must elect one of their number to be
chairman of the meeting.
(2) If a meeting of creditors, members or
contributories of a company is called by the
liquidator of the company, the liquidator or a
person nominated by the liquidator must be the
chairman of the meeting.
17. Adjournment of meeting
The chairman of a meeting of creditors, members
or contributories must, if so directed by the
meeting, or may, with the consent of the meeting,
adjourn the meeting from time to time and from
place to place, but the adjourned meeting must be
held at the same place as the original place of
meeting unless in the resolution for adjournment
another place is specified or unless the Court
otherwise orders.
18. Passing of resolutions
(1) At a meeting of creditors, a resolution is passed
when a majority in number and value of the
creditors present, personally or by proxy, have
voted in favour of the resolution.
(2) At a meeting of members or contributories, a
resolution is passed when a majority in number
and value of the members or contributories (as the
case may be) present, personally or by proxy,
have voted in favour of the resolution, the value of
the members or contributories being determined
according to the number of votes conferred on
each member or contributory by the articles of the
company.
r. 16
-- 13 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
11
19. Creditors who may vote
(1) Subject to sub-regulation (2), a person is not
entitled to vote as a creditor at a meeting of
creditors unless the person has lodged with the
liquidator or official manager a proof of the debt
which the person claims to be due from the
company and the proof has been admitted wholly
or in part before the date on which the meeting is
held.
(2) In the case of a meeting of creditors held under
section 260(1) or 260(8) of the Act, a person is not
entitled to vote as a creditor at the meeting unless
the person has lodged with the chairman of the
meeting a proof of the debt which the person
claims to be due from the company.
(3) A creditor must not vote in respect of any
unliquidated or contingent debt or any debt the
value of which is not ascertained, or in respect of
any debt on or secured by a current bill of
exchange or promissory note held by the creditor
unless the creditor is willing to treat the liability to
the creditor thereon of every person who is liable
thereon antecedently to the company, and against
whom a sequestration order in bankruptcy has not
been made, as a security in the creditor's hands,
and to estimate the value thereof, and for the
purposes of voting, but not for the purposes of
dividend, to deduct it from the creditor's proof.
20. Votes of secured creditors
(1) For the purpose of voting, a secured creditor must,
unless the creditor surrenders the security, state in
the creditor's proof of debt the particulars of the
security, the date when it was given, and the value
at which the creditor assesses it, and is entitled to
vote only in respect of the balance, if any, due to
the creditor after deducting the value of the
security.
r. 19
-- 14 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
12
(2) If a secured creditor votes in respect of the
creditor's whole debt, the creditor is deemed to
have surrendered the security, unless the Court on
application is satisfied that the omission to value
the security has arisen from inadvertence.
21. Creditor required to give up security
(1) The liquidator may, within 28 days after a secured
debt is proved, require the creditor to give up the
security for the benefit of the creditors generally
on payment of the value at which the creditor
values it with the addition of 20%.
(2) If a creditor has valued the security, the creditor
may at any time before being required to give it
up correct the valuation by a new proof and
deduct the new value from the creditor's debt, but
in that case the addition of 20% must not be made
if the security is required to be given up.
22. Admission and rejection of proof for purposes of
voting
(1) The chairman of a meeting of creditors, members
or contributories may admit or reject a proof of
debt for the purpose of voting.
(2) If the chairman is in doubt whether a proof of debt
should be admitted or rejected, the chairman must
mark it as objected to and allow the creditor to
vote subject to the vote being declared invalid in
the event of the objection being sustained.
23. Record of meeting
The chairman of a meeting of creditors, members
or contributories—
(a) must cause minutes of the proceedings at the
meeting to be entered in a book kept for the
purpose and must sign the minutes; and
r. 21
-- 15 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
13
(b) must cause a list of the names of the
creditors, members or contributories present
at the meeting to be made and kept.
24. Copy of minutes of meeting to be lodged with the
Commissioner
If a meeting of the creditors, members or
contributories of a company is called by the
liquidator of the company, the liquidator must,
within a period of 7 days after the meeting, lodge
with the Commissioner a copy of the minutes of
the meeting, certified by the chairman of the
meeting to be a true copy.
_______________
r. 24
-- 16 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
14
PART 5—JOINT MEETINGS OF THE CREDITORS AND
MEMBERS OF A COMPANY
25. Application of Part
Except where provisions to the contrary are made
by the Act or in the articles of the company
concerned, the provisions of this Part apply to and
in relation to joint meetings of a company and the
creditors of the company called, in the case of a
creditors' voluntary winding up of the company,
by the liquidator of the company under section
271(1) or 272(1) of the Act.
26. Quorum
A joint meeting called under section 271(1) of the
Act must not act for any purpose unless there are
present or represented at least 2 persons entitled to
vote at the meeting.
27. Chairman
The liquidator or a person nominated by the
liquidator must be the chairman of a joint meeting
called by the liquidator under section 271(1) or
272(2) of the Act.
28. Adjournment of meeting
The chairman of a joint meeting called under
section 271(1) of the Act must, if so directed by
the meeting, or may, with the consent of the
meeting, adjourn the meeting from time to time
and from place to place, but the adjourned
meeting must be held at the same place as the
original place of meeting unless in the resolution
for adjournment another place is specified or
unless the Court otherwise orders.
r. 25
-- 17 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
15
29. Passing of resolution
A resolution put to the vote at a joint meeting to
and in relation to which this Part applies must be
decided on a show of hands.
30. Casting vote
In the case of an equality of votes, the chairman of
a joint meeting to and in relation to which this
Part applies has a casting vote.
31. Record of meeting
The chairman of a joint meeting called under
section 271(1) of the Act—
(a) must cause minutes of the proceedings at the
meeting to be entered in a book kept for the
purpose and shall sign the minutes; and
(b) must cause a list of the names of the persons
present and entitled to vote at the meeting to
be made and kept.
_______________
r. 29
-- 18 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
16
PART 6—PROOF OF DEBTS IN A VOLUNTARY
WINDING UP
32. Application of Part
This Part applies to and in relation to the
admission to proof of debts and claims under
section 291(1) of the Act in a voluntary winding
up.
33. Proof of debt
A creditor must prove his or her debt or claim,
unless the Court directs that a creditor or class of
creditors be admitted without proof.
34. Statutory declaration proving debt (Forms 8 and 9)
(1) A debt or claim may be proved by serving on the
liquidator a statutory declaration, in accordance
with Form 8 or Form 9 in Schedule 2, proving the
debt.
(2) If there are claims for wages by employees of a
company, one person may make a statutory
declaration, in accordance with Form 9 in
Schedule 2, proving the debt on behalf of all the
employees.
35. Notice of day by which debts to be proved
(1) The liquidator may from time to time fix a certain
day, which must be not less than 14 days from the
date of publication or the date of posting of the
notice referred to in sub-regulation (2), whichever
date is the later, on or before which the creditors
of the company are to prove their debts or claims
under section 291(1) of the Act.
r. 32
-- 19 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
17
(2) The liquidator must give notice of the day so fixed
by advertisement in a daily newspaper circulating
generally throughout the State and must also give
notice in writing of the day so fixed to every
person mentioned in the statement of affairs as a
creditor and who has not proved the creditor's debt
or claim.
36. Time for liquidator to deal with proofs (Form 11)
(1) The liquidator, within 21 days after receiving a
proof of debt, must in writing either admit it or
reject it wholly or in part or require further
evidence in support of it.
(2) If the liquidator rejects a proof of debt wholly or
in part, he or she must state to the creditor the
ground of his or her objections by instrument in
writing in accordance with Form 11 in Schedule 2.
(3) If the liquidator has given notice of his or her
intention to declare a dividend, he or she must,
within 14 days after the day mentioned in the
notice referred to in regulation 35(2) as the date
on or before which debts or claims are to be
proved, in writing either admit or reject wholly or
in part or require further evidence in support of
every proof of debt that he or she has not already
dealt with and must, if he or she rejects a proof of
debt wholly or in part, state to the creditor the
ground of the objection by instrument in writing
in accordance with Form 11 in Schedule 2.
(4) If the liquidator has admitted a proof of debt under
sub-regulation (3), the notice of the dividend is a
sufficient notification of the admission.
37. Persons who make statutory declarations
(1) A statutory declaration proving a debt or claim
may be made by the creditor or by some person
authorised by or on behalf of the creditor.
r. 36
-- 20 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
18
(2) A person so authorised must state in the statutory
declaration his or her authority and means of
knowledge.
38. Contents of statutory declaration
(1) A statutory declaration proving a debt or claim
must contain or refer to a statement of accounts
showing the particulars of the debt or claim and
must specify the vouchers by which the debt or
claim can be substantiated.
(2) The liquidator may at any time call for the
production of the vouchers.
39. Statement of security
A statutory declaration proving a debt must state
whether the creditor is a secured creditor and, if
so, the nature of the security.
40. Costs of proof
A creditor must, unless the Court in a particular
case otherwise orders, bear the creditor's own
costs of proving the debt or claim.
41. Discount
In proving a debt or claim, a creditor must make
an allowance for all discounts for which an
allowance would have been made if the company
were not being wound up.
42. Periodical payments
(1) If a company that is liable to make any periodical
payments (including rent) commenced to be
wound up on a day other than a day on which such
a payment becomes due, the person entitled to the
payment may prove for a proportionate part of a
payment in respect of the period from the day
when the last payment became due to the day on
which the winding up commenced as if the
payment accrued from day to day.
r. 38
-- 21 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
19
(2) If the liquidator remains in occupation of premises
demised to a company which is being wound up,
these Regulations do not prejudice or affect the
right of the landlord of the premises to claim
payment of rent by the company or the liquidator
during the period of the company's or the
liquidator's occupation.
43. Debt payable at future time
A creditor may prove a debt payable subsequently
to the date of the commencement of the winding
up as if it were payable at that date and may
receive dividends equally with the other creditors,
deducting out of each dividend a rebate of interest
at the rate of 5% per annum computed from the
declaration of the dividend to the time when the
debt would have become payable according to the
terms on which it was contracted.
44. Production of instrument on which company liable
If a creditor seeks to prove a debt or claim in
respect of a bill of exchange, promissory note or
other negotiable instrument or security on which
the company is liable, the proof of debt must not,
subject to any order of the Court to the contrary,
be admitted, unless the bill, note, instrument or
security is produced to the liquidator.
45. Proof admitted improperly to be omitted at instance of
liquidator
If the liquidator is of the opinion that a proof of
debt has been improperly admitted, the Court
may, on the application of the liquidator, after
notice to the creditor omit the proof or reduce its
amount.
r. 43
-- 22 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
20
46. Proof admitted improperly to be omitted at instance of
creditor or contributory
The Court may omit or reduce a proof of debt
upon the application of a creditor or contributory
if the liquidator declines to interfere in the matter.
47. Liquidator may administer oaths and take affidavits
For the purpose of any of his or her duties in
relation to proofs of debt, a liquidator may
administer oaths and take and receive affidavits
and statutory declarations.
48. Liquidator not liable for costs of appeal
A liquidator is not personally liable for costs in
relation to an appeal from his or her decision
rejecting proof of debt wholly or in part, unless
the Court otherwise orders.
_______________
r. 46
-- 23 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
21
PART 7—PROXIES OF CREDITORS AND
CONTRIBUTORIES
49. Appointment of proxies
(1) A creditor entitled to attend and vote at a meeting
of creditors or at a meeting of creditors and
contributories may appoint another person
(whether a creditor or not) as the creditor's proxy
to attend and vote instead of the creditor at the
meeting.
(2) A contributory entitled to attend and vote at a
meeting of contributories or at a meeting of
creditors and contributories may appoint another
person (whether a contributory or not) as the
contributory's proxy to attend and vote instead of
the contributory at the meeting.
(3) A proxy appointed under this regulation has the
same right to speak at the meeting as the creditor
or contributory appointing him or her.
50. Form of proxies (Form 12)
(1) The appointment of a person as the proxy of a
creditor or contributory must be made by an
instrument of appointment in accordance with
Form 12 in Schedule 2.
(2) Subject to regulation 51, the instrument
appointing a proxy must be signed or sealed by
the person appointing the proxy in the presence of
a person (not being the person nominated as
proxy) who must add to his or her signature, his or
her description and the address of his or her place
of residence.
51. Proxy of disabled person
(1) The proxy of a creditor or contributory who is
blind or incapable of writing may be accepted if
the creditor or contributory attaches his or her
r. 49
-- 24 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
22
signature or mark to the instrument appointing the
proxy in the presence of a witness (not being the
person nominated as proxy) who has added to his
or her signature, his or her description and address
of his or her place of residence.
(2) The instrument must include a certificate set out
in accordance with Form 12 in Schedule 2 by the
witness that the instrument was completed in the
presence and at the request of the creditor or
contributory, and read to the creditor or
contributory before he or she attaches his or her
signature or mark.
52. Proxy forms to accompany notice of meetings
The person calling a meeting of creditors or
contributories or a joint meeting of the company
and the creditors of the company to and in relation
to which this Part applies must send a form of
proxy to each creditor and contributory with the
notice summoning the meeting, and must ensure
that neither the name nor description of the
liquidator (if any) or any other person is printed or
inserted in the body of the form of proxy before it
is so sent.
53. General proxy
A creditor or a contributory may give a general
proxy to any person who is not a minor.
54. Special proxy
A creditor or a contributory may give a special
proxy to any person to vote at a specified meeting
or adjournment of that meeting—
(a) for or against the appointment or
continuance in office of a specified person as
liquidator or member of the committee of
inspection; and
r. 52
-- 25 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
23
(b) on all or any questions relating to any matter
arising at the meeting or an adjournment of
the meeting.
55. Liquidator may act as proxy
A creditor or a contributory may appoint the
liquidator to act as the creditor's or contributory's
general or special proxy.
56. Voting by proxy where financially interested
(1) Subject to sub-regulation (2), a person acting
either under a general or a special proxy must not
vote in favour of any resolution which would
directly or indirectly place himself or herself, his
or her partner or his or her employer in a position
to receive any remuneration out of the assets of
the company otherwise than as a creditor rateably
with the other creditors of the company.
(2) If a person holds special proxies to vote for an
application to the Court in favour of the
appointment of himself or herself as liquidator he
or she may use the proxies and vote accordingly.
57. Liquidator may appoint deputy
If a liquidator who holds any proxies cannot
attend the meeting for which they are given, he or
she may, in writing, depute some person to use the
proxies on his or her behalf in such manner as he
or she may direct but so that the provisions of
regulation 56 are observed as would be the case if
the liquidator were acting in person as proxy.
__________________
r. 55
-- 26 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
24
SCHEDULE
SCHEDULE 1
Regulation 6
LIST OF FORMS
Column 1 Column 2 Column 3
Provision of
Companies Act or
Regulations for which
form prescribed Description of Form
No. of Form in
Schedule 2
Act: 272(3), (4) Return by liquidator relating to
final meeting 1
280(1) Notice of appointment and
situation of office of liquidator
(winding up by the Court) 2
280(1) Notice of appointment and
situation of office of liquidator
(members' voluntary winding
up) 3
280(1) Notice of appointment and
situation of office of liquidator
(creditors' voluntary winding
up) 4
280(1) Notice of change in situation of
office of liquidator 5
280(2) Notice by liquidator of
resignation or removal from
office 6
281 Liquidator's account of receipts
and payments and statement of
the position in the winding up
and statutory declaration
verifying liquidator's account
and statement 7
Sch. 1
-- 27 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
25
Column 1 Column 2 Column 3
Provision of
Companies Act or
Regulations for which
form prescribed Description of Form
No. of Form in
Schedule 2
Regulations:
14(1) Notice of meeting of creditors,
members or contributories 10
34 Statutory declaration as to proof
of debt—general form 8
34 Statutory declaration as to proof
of debt—employees' group form 9
36(2), (3) Notice of rejection of proof of
debt 11
50, 51 Appointment of proxy 12
_______________
Sch. 1
-- 28 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
26
SCHEDULE 2
FORM 1
Companies Act 1961, Section 272(3), (4)
RETURN BY LIQUIDATOR RELATING TO FINAL MEETING
Limited
To the Commissioner for Corporate Affairs
*I/*We, , of ,
the liquidator(s) of Limited, hereby inform
you that *a general meeting of the company, /*a meeting of the company and
the creditors of the company, /summoned for [insert date], for the purpose of
laying before the meeting an account (a copy of which is attached to this
return) showing how the winding up has been conducted and the property of
the company has been disposed of and of giving any explanation of the
account, *was duly held on that date, /*was not attended by the necessary
quorum.
Dated:
Signature of each liquidator
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
*Strike out whichever is inapplicable.
__________________
Sch. 2
-- 29 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
27
FORM 2
Companies Act 1961, Section 280(1)
NOTICE OF APPOINTMENT AND SITUATION OF OFFICE OF
LIQUIDATOR (WINDING UP BY THE COURT)
Limited
To the Commissioner for Corporate Affairs
*I/*We, , of ,
hereby give notice that—
(a) by an order of the Supreme Court made on [insert date],
*I was/*we were/appointed
*liquidator(s)/*provisional liquidator(s)/of Limited; and
(b) *my/*our office is situated at
Dated:
Signature of each liquidator
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
*Strike out whichever is inapplicable.
__________________
Sch. 2
-- 30 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
28
FORM 3
Companies Act 1961, Section 280(1)
NOTICE OF APPOINTMENT AND SITUATION OF OFFICE OF
LIQUIDATOR (MEMBERS' VOLUNTARY WINDING UP)
Limited
To the Commissioner for Corporate Affairs
*I/*We, , of ,
hereby give notice that—
(a) *I was/*we were/appointed liquidator(s) of Limited—
*by a resolution of Limited passed
on [insert date];
*by an order of the Supreme Court made on [insert date]; and
(b) *my/*our office is situated at
Dated:
Signature of each liquidator
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
*Strike out whichever is inapplicable.
__________________
Sch. 2
-- 31 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
29
FORM 4
Companies Act 1961, Section 280(1)
NOTICE OF APPOINTMENT AND SITUATION OF OFFICE OF
LIQUIDATOR (CREDITORS' VOLUNTARY WINDING UP)
Limited
To the Commissioner for Corporate Affairs
*I/*We, , of ,
hereby give notice that—
(a) *I was/*we were/appointed liquidator(s)
of Limited—
*by resolution of Limited passed
on [insert date], and of the creditors of that company passed on [insert
date];
*by a resolution of the creditors of Limited passed on
[insert date];
*by a resolution of Limited passed
on [insert date];
*by an order of the Supreme Court made on [insert date]; and
(b) *my/*our office is situated at
Dated:
Signature of each liquidator
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
*Strike out whichever is inapplicable.
__________________
Sch. 2
-- 32 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
30
FORM 5
Companies Act 1961, Section 280(1)
NOTICE OF CHANGE IN SITUATION OF OFFICE OF
LIQUIDATOR
Limited
To the Commissioner for Corporate Affairs
*I/*We, , the *Liquidator(s)/*one of the liquidators/
of Limited, hereby give notice that,
on [insert date], the situation of *my/*our office was changed to
Dated:
Liquidator(s)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
*Strike out whichever is inapplicable.
__________________
Sch. 2
-- 33 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
31
FORM 6
Companies Act 1961, Section 280(2)
NOTICE BY LIQUIDATOR OF RESIGNATION OR REMOVAL
FROM OFFICE
Limited
To the Commissioner for Corporate Affairs
I, , of ,
hereby give notice that on [insert date], I *resigned/*was removed/ from the
office of liquidator of Limited.
Dated:
Signature
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
*Strike out whichever is inapplicable.
__________________
Sch. 2
-- 34 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
32
FORM 7
Companies Act 1961, Section 280
LIQUIDATOR'S ACCOUNT OF RECEIPTS AND PAYMENTS AND
STATEMENT OF THE POSITION IN THE WINDING UP AND
STATUTORY DECLARATION VERIFYING LIQUIDATOR'S
ACCOUNT AND STATEMENT
Limited
Nature of winding up
Date of commencement of winding up
Date to which the account and statement are made up
Name and address of liquidator
Account of Receipt and Payments*
Receipts Payments
Date
From
Whom
Received
Nature
of
Receipts Amount Date
To
Whom
Paid
Nature
of
Payments Amount
$ $
Brought
forward
Brought
forward
Carried
forward#
Carried
forward#
* Full details of investments made by the liquidator and of the realisation of
the investments are to be given in a separate statement attached to and
forming part of this account. Any profit or loss on realisation must appear in
the "Account of Receipts and Payments" as a notional receipt or payment, as
the case may be, with a reference to the particular investment.
# A balance is not to be shown on this account. Show only the total receipts
and payments which are to be carried forward to the next account.
$
Total receipts ........................................................................
Total payments ......................................................................
Balance
Sch. 2
-- 35 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
33
$
The balance is made up as follows:
1. Cash in hands of liquidator ..............................................
2. Cash in bank (see Note at the foot of Form) ....................
$
Credit as per bank pass-book ..................
Less unpresented cheques .......................
3. Amounts invested by liquidator and not
converted into cash* .......................................................
$
Balance as above
Particulars of Rates of Dividends and Dates Declared
Dividend of in the $, paid on [insert date].
Amount of Dividend
Names of Creditors in
Alphabetical Order Amount of Proof Paid Unclaimed
$ $
Total as per
previous return
$
Total
Sch. 2
-- 36 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
34
PARTICULARS OF DATES AND RATE PER SHARE OF RETURN OF
SURPLUS ASSETS PAYABLE TO CONTRIBUTORIES
Return of surplus assets to contributories at rate of
per share paid on [insert date].
Amount Returned on
Shares
Names of Contributors in
Alphabetical Order Number of Shares Paid Unclaimed
$ $
Total as per
previous return
$
Total
STATEMENT OF THE POSITION IN THE WINDING UP
1. The amount of the estimated assets and
liabilities at the date of the
commencement of the winding up
Assets (after deducting
amounts charged to
secured debenture-holders)
Liabilities—
Secured creditors $
Debenture-holders $
Unsecured creditors $
2. The total amount of the capital paid up at
the date of the commencement of the
winding up
Paid up in cash $
Issued as paid up
otherwise than for cash $
3. The general description and estimated
value of outstanding assets (if any)
4. Total amount of unsecured debts in
respect of which proofs have been
admitted
5. Estimated amount of debts or claims
remaining for proof
6. Details of any arrangement whereby
assets of the company have been disposed
of by the liquidator for a consideration
other than cash
Sch. 2
-- 37 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
35
7. The causes which delay the termination of
the winding up
8. The period within which the winding up
may probably be completed
STATUTORY DECLARATION VERIFYING LIQUIDATOR'S
ACCOUNT AND STATEMENT
I , of , in the State
of , the liquidator of Limited
Declare—
1. That ^the account of receipts and payments set out above contains a full
and true account of my receipts and payments in the winding up of that
company, from [insert date] to [insert date], ^and that I have not, nor has
any other person by my order or for my use during that period, received
or paid any moneys on account of the company ^other than and except
the items mentioned and specified in that account.
2. That the particulars contained in the statement of the position in the
winding up set out above are true to the best of my knowledge and belief.
§ I acknowledge that this declaration is true and correct and I make it in
the belief that a person making a false declaration is liable to the penalties
of perjury.
Declared at in the
State of
On [insert date]
Liquidator.
Before me:
* Full details of investments made by the liquidator and of the realisation of
the investments are to be given in a separate statement attached to and
forming part of this account. Any profit or loss on realisation must appear in
the "Account of Receipts and Payments" as a notional receipt or payment, as
the case may be, with a reference to the particular investment.
# A balance is not to be shown on this account. Show only the total receipts
and payments which are to be carried forward to the next account.
^ If there are no receipts or payments, strike out the words in italics.
§ NOTE: Where declaration is made outside Victoria, the appropriate
attestation clause should be substituted.
Sch. 2
-- 38 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
36
NOTE: Money invested by the liquidator is not withdrawn from the operation
of sections 285 and 286 of the Companies Act 1961, and any such
investment representing money held for six months or upwards shall be
realised and paid to the Treasurer, except in the case of investments in
Government securities, the transfer of which to the control the Treasurer
complies with the terms of those sections.
__________________
Sch. 2
-- 39 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
37
FORM 8
Companies Act 1961
Companies Act 1961 Regulations 2002, Regulation 34
STATUTORY DECLARATION AS TO PROOF OF DEBT—
GENERAL FORM
Limited
I, of ,
in the State of , declare:
1. That Limited, the above-mentioned company,
was, at the commencement of the winding up namely on [insert date] and
still is justly and truly indebted
to * in the amount of
dollars and cents for
# as shown by the following
account, namely:
Date Consideration Amount
Remarks
(The Vouchers, if any, by which
the Account can be substantiated
should be set out here)
2. That neither the above-named creditor, nor any person by the order and
for the use of the above-mentioned creditor, has to my knowledge and
belief received any manner of satisfaction or security for the amount or
any part of the amount referred to in paragraph 1, save and except the
following §:
|| 3. That I am in the employ of the above-mentioned creditor, that I am duly
authorised by that creditor to make this statutory declaration, that it is
within my own knowledge that the debt declared to in this declaration
was incurred for the consideration stated, and that the debt, to the best of
my knowledge and belief, still remains unpaid and unsatisfied.
|| 4. That I am duly authorised, under the seal of the company in this statutory
declaration named as creditor, to make the proof of debt on its behalf.
Sch. 2
-- 40 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
38
« I acknowledge that this declaration is true and correct and I make it in the
belief that a person making a false declaration is liable to the penalties of
perjury.
Declared at in the
State of
On [insert date]
Before me:
« Where the declaration is made outside Victoria, the appropriate attestation
clause should be substituted.
* Insert "me" or "me and to and , my co-partners in trade" or as the
case may be, or, if declared by an employee or agent of the creditor, insert the
name, address and description of the creditor.
# State the consideration.
^ Strike out whichever is inapplicable.
§ Insert particulars of all securities held. Where the securities are on the
property of the company, assess the value of those securities. If any bills or
other negotiable securities are held, specify them in a schedule in the
following form:
Date Drawer Acceptor Amount Due Date
$
|| If this proof is made by a creditor, strike out paragraphs 3 and 4. If it is
made on behalf of a company, strike out paragraph 3. If it is made on behalf
of a creditor other than a company, strike out paragraph 4.
__________________
Sch. 2
-- 41 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
39
FORM 9
Companies Act 1961
Companies Act 1961 Regulations 2002, Regulation 34
STATUTORY DECLARATION AS TO PROOF OF DEBT—
EMPLOYEES' GROUP FORM
Limited
I, , of , in the
State of , declare:
1. That this proof of debt is made on behalf of all the persons specified in
the Schedule endorsed on this statutory declaration, being employees of
the above-mentioned company.
2. That the above-mentioned company was, on the [insert date], and still is
justly and truly indebted to each person whose name, address and
description appears in the Schedule endorsed on this statutory declaration
in respect of wages due to the person as an employee of the company for
services rendered by him or her to the company during the periods and in
the amount set out against his or her name in that Schedule.
3. That none of the persons referred to in the Schedule endorsed on this
statutory declaration has to my knowledge and belief received any
manner of satisfaction or security for the amount or any part of the
amount due in respect of wages set out against his or her name in that
Schedule.
* I acknowledge that this declaration is true and correct and I make it in the
belief that a person making a false declaration is liable to the penalties of
perjury.
Declared at in the
State of
On [insert date]
Before me—
Sch. 2
-- 42 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
40
SCHEDULE
No. Full Name Address Description
Period for
which
Wages Due
Amount due
$
(Signature of Declarant)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
*NOTE: Where declaration is made outside Victoria, the appropriate
attestation clause should be substituted.
__________________
Sch. 2
-- 43 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
41
FORM 10
Companies Act 1961
Companies Act 1961 Regulations 2002, Regulation 14(2)
NOTICE OF MEETING OF CREDITORS, MEMBERS OR
CONTRIBUTORIES
Limited
Notice is hereby given that a meeting of the *creditors/*members
*contributories/*joint meeting of creditors and members of
Limited will be held at on
[insert date], at [insert time].
# Agenda
Dated:
Signature
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
* Strike out whichever is inapplicable.
# Set out the purpose for which the meeting is called. If the notice relates to a
meeting of creditors called under section 260(1) or (8) of the Companies
Act 1961, the notice is to state that a person is not entitled to vote as a
creditor at the meeting unless the person has lodged with the chairman of
the meeting a proof of debt which the person claims to be due to the person
from the company.
__________________
Sch. 2
-- 44 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
42
FORM 11
Companies Act 1961
Companies Act 1961 Regulations 2002, Regulation 36(2), (3)
NOTICE OF REJECTION OF PROOF OF DEBT
Limited
Take notice, that, as Liquidator of the above-named company, I have this day
rejected your claim against the company *to the extent of $ on the
following grounds:
And further take notice that subject to the power of the Court to extend the
time, no application to reverse or vary my decision in rejecting your proof
will be entertained after the expiration of 21 days from this date.
Dated:
Signature of liquidator
Address
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
* If proof wholly rejected strike out words underlined.
__________________
Sch. 2
-- 45 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
43
FORM 12
Companies Act 1961
Companies Act 1961 Regulations 2002, Regulation 50, 51
APPOINTMENT OF PROXY
I, */We of ,
a #creditor/#contributory of Limited, hereby
appoint^ as #my/#our #general/#special proxy to vote at the
meeting of #creditors/#contributories to be held on [insert date], or at any
adjournment of that meeting. §
Signature, mark or seal of company
Signature of witness †
Description of witness
Address of place of residence of witness
CERTIFICATE OF WITNESS ‡
I, , of ,
, hereby certify that the above instrument
appointing a proxy was completed by me in the presence and at the request of
the abovenamed and then read to him or her before he or she
attached his or her signature or mark to the instrument.
Dated:
Signature
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
* If a firm strike out "I" and set out the full name of the firm.
# Strike out whichever is inapplicable.
^ Insert "the liquidator of the company" or the name, address and description
of the person appointed.
§ If a special proxy add the words "to vote for" or the words "to vote against"
and specify the particular resolution. If a general proxy, this form requires
no addition.
† The signature of the creditor or contributory appointing a proxy is not to be
attested as witness by the person nominated as proxy.
‡ This certificate is only to be completed where the person giving the proxy
is blind or incapable of writing.
═══════════════
Sch. 2
-- 46 of 47 --
S.R. No. 58/2002
Companies Act 1961 Regulations 2002
44
ENDNOTES
1 Reg. 4: S.R. No. 231/1992.
Endnotes
-- 47 of 47 --