Corporations Act 2001

The object of subsection (2) is to ensure that a self‑executing provision:

cannot start to apply against a company for certain reasons; and

can be the subject of a Court order providing that the provision can only start to apply against a company with the leave of the Court, and in accordance with such terms (if any) as the Court imposes.

Sections 451E to 451G also apply in relation to a self‑executing provision in a corresponding way to the way they apply in relation to a right. For this purpose, assume those sections apply with such modifications as are necessary, including any prescribed by the regulations for the purposes of this subsection.

This subsection achieves the object in subsection (1) by extending the application of all of the outcomes, exceptions and powers in sections 451E to 451G.

These modifications include, for example, treating:

a reference that a right cannot be enforced (however described) as including a reference that a self‑executing provision cannot start to apply; and

the words “if the right arises for that reason by express provision (however described) of a contract, agreement or arrangement” as being omitted from subsection 451E(1); and

a reference that one or more rights are enforceable as including a reference that one or more self‑executing provisions can start to apply; and

paragraph 451G(2)(b) as alternatively providing that the Court is satisfied that one or more reasons referred to in paragraphs 451E(1)(a) to (d) can cause the self‑executing provisions to start to apply.

In this section:

for one or more reasons; and

without any party to the contract, agreement or arrangement making a decision that the provision should start to apply.