Octaviar Ltd (No 8), Re

[2010] QCA 45

Queensland Court of Appeal

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Interrogate

Catchwords

1. Corporations
2. › Winding up
3. › Applications for winding up by the court
4. › Deed of Company Arrangement
5. › Termination of DOCA
6. › Transition to winding up
7. › Whether court-ordered or creditors' voluntary winding up
8. › Relation-back day
9. › Corporations Act 2001 (Cth), ss 446A, 446B, 447A(1), Pt 5.3A
10. › Corporations Regulations 2001 (Cth), reg 5.3A.07
1. Corporations
2. › Winding up
3. › Court's power under s 447A(1)
4. › Scope of power to make orders about how Part 5.3A is to operate
5. › Whether 'this Part' encompasses regulations made under Part 5.3A
6. › Whether order disapplying reg 5.3A.07 authorised
7. › Corporations Act 2001 (Cth), s 447A(1), s 446B(4), s 1364(1)
1. Statutory Interpretation
2. › Construction of statutory references
3. › Reference to 'this Part'
4. › Whether reference to a Part of an Act encompasses subordinate legislation made under that Part
5. › Negative implication from express inclusion of regulations in other provisions
6. › Corporations Act 2001 (Cth), ss 447A(1), 761H, 992B(1)

Quick Take

Section 447A(1) of the Corporations Act 2001 (Cth) empowers a court to make orders affecting the operation of regulations made under Part 5.3A (including reg 5.3A.07), not merely the sections within Part 5.3A itself. A regulation that operates only as an adjunct to a section within Part 5.3A, establishing the substantive content of the law contemplated by that section, falls within the scope of 'how this Part is to operate'. This enables courts to disapply reg 5.3A.07 to ensure that a company proceeds into court-ordered winding up (with an earlier relation-back day) rather than creditors' voluntary winding up following termination of a DOCA.