De facto directors cannot resolve to appoint a voluntary administrator under s 436A of the Corporations Act 2001 (Cth), as there is a contrary intention limiting that power to formally appointed directors. However, the court may exercise its power under s 447A to validate the continuation of an administration where the company is insolvent and the interests of creditors are best served by doing so. Where loans are made to a company without specified repayment terms on the assumption of a continuing business, a term will be implied that the loans become immediately repayable when the business ceases operations.
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