External administration, controller appointments and schemes of arrangement: Most commonly lodged forms

This is Information Sheet 29 (INFO 29).

It outlines our expectations for forms commonly lodged with ASIC when:

• an external administrator (liquidator, voluntary administrator, deed administrator, or a restructuring practitioner for a company or of a restructuring plan) has been appointed to a company
• a controller (receiver, receiver and manager, controller or managing controller) has been appointed over company property
• an administrator of a scheme of arrangement has been appointed.

It provides guidance on:

• using our flowcharts for form lodgements, which will help you understand when certain forms must be lodged
• using the registered liquidator portal, which is the fastest and most accurate way of lodging forms if you are a registered liquidator
• using the ASIC Regulatory Portal, for director offence reporting and applications under the Assetless Administration Fund
• using the ASIC published notices website for notices required under the Corporations Act 2001 (Corporations Act)
• specific commonly lodged forms
• specific situations in the lodgement process.

This information sheet does not cover:

• statutory notices made between an external administrator, controller, or scheme administrator and creditors, shareholders, company officers or other interested persons under the Corporations Act, the Insolvency Practice Schedule in Schedule 2 to the Corporations Act (Schedule 2), Insolvency Practice Rules (Corporations) 2016 (Practice Rules) or the Corporations Regulations 2001 (Corporations Regulations) on the occurrence of specified events
• lodgement of applications for funding from the Assetless Administration Fund (see Assetless Administration Fund Guidelines)
• applications for registration as a liquidator (see Regulatory Guide 258 Registered liquidators: Registration, disciplinary actions and insurance requirements (RG 258))
• other forms or notices required only in certain circumstances, such as Form 525 Notice of disclaimer of onerous property or publication of Form 546 Notice of intention to declare a dividend on the ASIC published notices website.

Using our flowcharts for form lodgements

To help external administrators, controllers and scheme administrators meet their obligations and know the order in which forms must be lodged, we have created the following 13 flowcharts covering most types of external administration, controller appointments and schemes of arrangement:

• Flowchart 1: Liquidator in a members’ voluntary winding up
• Flowchart 2: Liquidator in a creditors’ voluntary winding up
• Flowchart 2A: Liquidator in a creditors’ voluntary winding up (simplified liquidation process)
• Flowchart 3: Liquidator in a court-ordered winding up
• Flowchart 4: Liquidator in a provisional liquidation
• Flowchart 5: Administrator in a voluntary administration
• Flowchart 6: Administrator in a deed of company arrangement (DOCA)
• Flowchart 7: Voluntary administration or DOCA to a creditors’ voluntary winding up
• Flowchart 8: Receiver
• Flowchart 9: Receiver and manager
• Flowchart 10: Controller (other than a receiver, receiver and manager, or managing controller)
• Flowchart 11: Managing controller (other than a receiver and manager)
• Flowchart 12: Pooling
• Flowchart 13: Scheme of arrangement or reconstruction
• Flowchart 14: Restructuring practitioner of a company
• Flowchart 15: Restructuring practitioner of a restructuring plan for a company.

Each flowchart includes comprehensive explanatory text that tells you:

• the number and name of the form
• the legislative reference for the statutory requirement (if applicable) for lodgement of the form – references are to the Corporations Act, Schedule 2, the Practice Rules, or the Corporations Regulations
• whether lodgement is mandatory or depends on other factors
• the key section of the form for the appointment type that should be selected if a ‘tick-a-box’ option applies
• the person responsible for lodging the form
• when the form must be lodged
• if the form can be lodged online using the registered liquidator portal
• company status changes resulting from form lodgements
• if there is also a requirement to lodge a notice on the ASIC published notices website.

Using the registered liquidator portal

If you are a registered liquidator, you can lodge the majority of forms online using the registered liquidator portal. This is the fastest and most accurate way to lodge forms. Register for the online service.

You can also use ASIC’s Regulatory Portal to lodge Initial Statutory Reports and supplementary reports, and to request funding from the Assetless Administration Fund.

If you are not a registered liquidator (e.g. you are members’ voluntary liquidator of a proprietary company, a controller or a managing controller who is not registered), you cannot access the registered liquidator portal. If you are not a registered liquidator, you can now lodge certain forms through the registered agent portal.

Using the regulatory portal

If you are a registered liquidator, you submit certain statutory reports (see below), all applications for assetless administration funding and requests for ASIC's assistance in an external administration online, using the ASIC Regulatory Portal.

The statutory reports you lodge via the regulatory portal are those prepared under sections 422(1), 422(2), 438D(1), 438D(2), 533(1) and 533(2) of the Corporations Act or under regulation 5.5.05 of the Corporations Regulations.

The regulatory portal also enables liquidators to:

• lodge a request for ASIC's assistance in an external administration
• provide notice they do not intend to supply a supplementary report
• submit a request for assetless administration funding
• apply for consent for early destruction of books.

Using the ASIC published notices website

ASIC hosts a website for notices required to be published under the Corporations Act, including insolvency and external administration-related notices. Some notices have related or corresponding forms and these have been included in the flowcharts to enable external administrators to see the combined statutory requirements – in particular, notices arising out of a company’s external administration.

If you are required to lodge notices on the ASIC published notices website, you must register on that website. If you are a registered liquidator, we arrange additional access to a number of notices not otherwise available to other registered users.

Additional guidance on specific commonly lodged forms

We have provided more detailed guidance on how to lodge the following forms:

• Form 507 Report on company activities and property
• Form 5022 Outcome of proposal to creditors or contributories
• Form 5601 Statutory report by a liquidator to creditors
• Form 5602 Annual administration return
• Form 5603 End of administration return.

Guidance on specific situations in the lodgement process

This section provides guidance on:

• payment of fees
• correcting or withdrawing lodged forms
• correcting or withdrawing published notices
• notifying ASIC of changes to your details
• the meaning of lodgements by ‘the company’
• meetings where there is no quorum
• finalising a winding-up when a controller is still appointed
• cancellation of meetings
• lodgements after an appointment has ended
• applying for consent for early destruction of books
• the liquidator’s role when a company is reinstated by the court.

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

Form 492 Request for correction or Form 902 Notification of supplementary information (for forms lodged online) can be lodged in some circumstances by the lodging party to notify a correction to a previously lodged document that has been processed by ASIC (most commonly a correction to a date). 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. A liquidator has 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 but for the following three exceptions outlined in Rule 75-105(1) of the Practice Rules:

• the election of a person to preside at the meeting
• the proving of debts
• 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, lodging Form 5602 Annual administration return and complying with other duties, until any controller has finalised their role. Once the controller’s appointment ceases, the liquidator can then finalise the winding-up by lodging Form 5603 End of administration return.

Timely completion of the liquidation may require the liquidator communicating 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

Outstanding forms and/or documents can be lodged 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, all books of the company and of the external administration of the company that are relevant to the affairs of the company at or subsequent to the commencement of the winding up must be retained by the last external administrator for a period of five years from the end of the external administration. After expiry of this time period, these books may be destroyed.

However, in some circumstances, the books of the company and of the external administration of the company may be destroyed within the five-year period.

An application for early destruction of books should be submitted by the liquidator of the company through the ASIC Regulatory Portal.

For more information, see Regulatory Guide 81 External administration: Early destruction of books (RG 81).

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 Annual administration return 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.

Where can I get more information? 

• Go to:
  • our insolvency resources for directors, practitioners, employees, creditors and investors
  • the Federal Register of Legislation website to read the Corporations Act (including Schedule 2), the Practice Rules and the Corporations Regulations
  • Regulatory Guide 16 External administrators: Reporting and lodging (RG 16) for information on the lodgement of specified reports with ASIC
  • our regulatory guide index to download copies of other regulatory guides.
• Contact ASIC on 1300 300 630 or submit your question online.

Important notice

Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. We encourage you to seek your own professional advice to find out how the applicable laws apply to you, as it is your responsibility to determine your obligations.

You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases, your particular circumstances must be taken into account when determining how the law applies to you.