Flowchart 13: Scheme of arrangement or reconstruction
This flowchart and the explanatory text should be read with Information Sheet 29 External administration, controller appointments and schemes of arrangement: Most commonly lodged forms (INFO 29).
Unless otherwise permitted by the Corporations Act, a person must not act as a scheme administrator unless they are a registered liquidator: section 411(7).
Flowchart 13: Scheme of arrangement or reconstruction
Important notice:听All scheme of arrangement documents and notices (CF10) should now be lodged through the ob体育 Regulatory Portal. For more information, see how you lodge fundraising and corporate finance documents.
* ob体育 PNW = ob体育 published notices website.
Explanation of Flowchart 13: Scheme of arrangement or reconstruction[1]
Step | Form or notice | Notes |
1 |
Exemption from contents of explanatory statement Form CF10 |
Legislation: regulation 5.1.01(1). Form CF10 is an ob体育 administrative form. ob体育 applies the number 鈥�5013鈥� to lodgement of Form CF10 for administrative purposes (i.e. there is no actual Form 5013). Requirement: Lodgement is mandatory, contingent on the circumstances arising (if applying for an exemption from contents of explanatory statement). Tick-a-box choice (Document details): 鈥楢pplication for exemption from contents of explanatory statement (regarding compromise or arrangement) 鈥� reg 5.1.01(1)鈥�. Lodgement: All scheme of arrangement documents and notices should be lodged through the ob体育 Regulatory Portal. For more information, see how you lodge fundraising and corporate finance documents. Note: . |
2 |
Form CF10 |
Legislation: section 411(2)(a) or 411(2)(b). Form CF10 is an ob体育 administrative form. ob体育 applies the number 鈥�592鈥� to lodgement of Form CF10 under section 411(2)(a) or the number 鈥�595鈥� to lodgement of Form CF10 under section 411(2)(b) for administrative purposes (i.e. there is no actual Form 592 or Form 595). Requirement: Lodgement is mandatory. Tick-a-box choice (Document details): 鈥楴otice of hearing for scheme of arrangement 鈥� s411(2)(a)鈥� or 鈥楧raft explanatory statement regarding compromise or arrangement 鈥� s411(2)(b)鈥�. Lodgement: The scheme proponents must lodge at least 14 days before the initial court hearing or a lesser period as ob体育 or the court allows. All scheme of arrangement documents and notices should be lodged through the ob体育 Regulatory Portal. For more information, see how you lodge fundraising and corporate finance documents. Applications for relief in relation to a scheme of arrangement should also be submitted through the ob体育 Regulatory Portal:
Note: . |
3 |
Abridgement of time to provide notice of hearing Form CF10 |
Legislation: section 411(2)(a). Form CF10 is an ob体育 administrative form. ob体育 applies the number 鈥�593鈥� to lodgement of Form CF10 for administrative purposes (i.e. there is no actual Form 593). Requirement: Lodgement is mandatory, contingent on the circumstances arising (if a lesser period is being sought for the provision of the notice of hearing for a scheme of arrangement and draft explanatory statement). Tick-a-box choice (Document details): 鈥楢pplication for abridgement of time to provide notice of hearing for scheme of arrangement 鈥� s411(2)(a)鈥�. Lodgement: The scheme proponents must lodge as soon as possible (there is no specified time period). All scheme of arrangement documents and notices should be lodged through the ob体育 Regulatory Portal. For more information, see听how you lodge fundraising and corporate finance documents. Note: . |
4 |
Consent to expert鈥檚 report accompanying explanatory statement Form CF10 |
Legislation: clause 8305 in Part 3 of Schedule 8 to the Corporations Regulations. Form CF10 is an ob体育 administrative form. ob体育 applies the number 鈥�5031鈥� to lodgement of Form CF10 for administrative purposes (i.e. there is no actual Form 5031). Requirement: Lodgement is mandatory, contingent on the circumstances arising (if applying for ob体育 consent to an expert鈥檚 report accompanying explanatory statement in the circumstances set out in clause 8305 in Part 3 of Schedule 8 to the Corporations Regulations). Tick-a-box choice (Document details): 鈥楢pplication for ob体育 consent to expert鈥檚 report accompanying explanatory statement 鈥� clause 8305, Part 3 of Schedule 8鈥�. Lodgement: The scheme proponents must lodge as soon as possible (there is no specified time limit). All scheme of arrangement documents and notices should be lodged through the ob体育 Regulatory Portal. For more information, see听how you lodge fundraising and corporate finance documents. Note: . |
5 |
Form 591 |
Legislation: section 411(10). ob体育 has applied the number 鈥�591鈥� to lodgement of the required information for administrative purposes (i.e. there is no actual Form 591). Requirement: Lodgement is mandatory. Lodgement: The scheme proponents or the scheme administrator must lodge an office copy of the court order (there is no specified time limit). However, the court order will have no effect until it is lodged with ob体育. |
with鈥� |
Form 105 |
Legislation: regulation 1.0.21. Form 911 is prescribed by Schedule 2 to the Corporations Regulations. Requirement: Lodgement is mandatory. Tick-a-box choice (Type of court order 鈥� external administration): 鈥榮411(10) sanctioning a compromise or arrangement鈥�. Lodgement: The scheme proponents or the scheme administrator must lodge Form 105 with the office copy of the court order. |
6 |
No objection to compromise or arrangement Form CF10 |
Legislation: section 411(17)(b). Form CF10 is an ob体育 administrative form. ob体育 applies the number 鈥�5028鈥� to lodgement of Form CF10 for administrative purposes (i.e. there is no actual Form 5028). Requirement: Lodgement is mandatory, contingent on the circumstances arising (if applying for ob体育鈥檚 letter of no objection to the proposed compromise or arrangement). Tick-a-box choice (Document details): 鈥楢pplication for para 411(17)(b) statement of no objection to compromise or arrangement 鈥� s411(17)(b)鈥�. Lodgement: The scheme proponents must lodge as soon as possible (there is no specified time limit). All scheme of arrangement documents and notices should be lodged through the ob体育 Regulatory Portal. For more information, see听how you lodge fundraising and corporate finance documents. Note: . |
7 |
Court approves compromise or arrangement Form CF10 |
Legislation: section 412(6). Form CF10 is an ob体育 administrative form. ob体育 applies the number 鈥�5030鈥� to lodgement of the CF10 under section 412(6) for administrative purposes (i.e. there is no actual Form 5030). Requirement: Lodgement is mandatory, contingent on the circumstances arising (if the court has granted its approval to the proposed compromise or arrangement under section 412(6)). Tick-a-box choice (Document details): 鈥楻egistration copy of explanatory statement 鈥� s412(6)鈥�. Registration, where required, does not take place until the scheme documents have been approved by the court for dispatch to shareholders. Lodgement: The scheme proponents must lodge before the explanatory statement is dispatched to shareholders (there is no specified time period). All scheme of arrangement documents and notices should be lodged through the ob体育 Regulatory Portal. For more information, see听how you lodge fundraising and corporate finance documents. Note: . |
8 |
ob体育 published notices website[2] or Advertise |
Legislation: section 412(1)(b). Requirement: Publication or advertisement is mandatory. Publication: The scheme proponents must either advertise or publish a notice on the , including a copy of the explanatory statement or a notification of the place at which and the manner in which creditors or members entitled to attend the meeting may obtain copies of the explanatory statement. |
9 |
Form 505 |
Legislation: sections 415(1) and 411(9)(a), applying section 427(2). Form 505 is an ob体育-approved form. Requirement: Lodgement is mandatory. Tick-a-box choice (Details of appointment): 鈥楽cheme administrator under Pt 5.1鈥�. Tick-a-box choice (Method of appointment): 鈥極ther appointment鈥� or 鈥楢ppointment by liquidator or provisional liquidator鈥�. Lodgement: The scheme administrator must lodge within 14 days after appointment. Online lodgement is preferred. Company status:[3] If this is the first external administrator appointed to the company, the company status will change from REGD to EXAD after this form is processed. |
10 |
Form 5602 |
Legislation: section 411(9)(a), applying section 422A(3). Form 5602 is an ob体育-approved form. Requirement: Lodgement is mandatory. Lodgement: The scheme administrator must lodge within 3 months after the end of the 鈥榗ontrol return year鈥�, which is the period of 12 months beginning on the day of appointment and each subsequent period of 12 months. Online lodgement as structured data is required. |
11 |
Form 505 |
Legislation: section 411(9)(a), applying section 427(4). Form 505 is an ob体育-approved form. Requirement: Lodgement is mandatory. Tick-a-box choice (Ceasing, resignation or removal): 鈥楥ease鈥� (or 鈥楥essation of scheme administrator under Pt 5.1鈥� on paper form). Lodgement: The scheme administrator must lodge within 7 days after cessation. Online lodgement is preferred. Company status: If this is the only external administrator appointed to the company, the company status will change from EXAD to REGD after this form is processed. |
12 |
Form 5603 |
Legislation: section 411(9)(a), applying section 422B(2). Form 5603 is an ob体育-approved form. Requirement: Lodgement is mandatory. Tick-a-box choice (Details of appointment): 鈥楽cheme administrator under Pt 5.1鈥�. Lodgement: The scheme administrator must lodge within 1 month after the control of the property of the corporation ends. The administrator must also give notice to the members, the creditors, the corporation or the external administrator (if appointed) that a return has been lodged, if requested to do so in writing: section 422B(4). Online lodgement as structured data is required. |
More information
For more information on external administration, visit asic.gov.au/insolvency or contact ob体育 on 1300 300 630 or online at asic.gov.au/question.
More flowcharts for form lodgements
- Flowchart 1: Liquidator in a members鈥� voluntary winding up
- Flowchart 2: Liquidator in a creditors鈥� voluntary winding up
- Flowchart 2A: Liquidator in a creditors鈥� 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鈥� 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 14: Restructuring practitioner of a company
- Flowchart 15: Restructuring practitioner of a restructuring plan for a company
听
[1] Types of forms: Information is lodged with, and received by, ob体育 for recording on the company register as 鈥榝orms鈥�. Forms fall into one of the following categories:
- a prescribed form, which is a form prescribed in Schedule 2 to the Corporations Regulations, or
- an ob体育-approved form, which is a form that is not prescribed, but is one that ob体育 may approve under section 350 of the Corporations Act and section 100-6 of Schedule 2, or
- an ob体育 administrative form, which is a form that is neither prescribed nor approved, but is one that has been given an administrative form number by ob体育 for the purpose of identifying the type of information being lodged (e.g. Form 5011).
[2] ob体育 published notices website: An ob体育-hosted website for the publication of notices, including insolvency and external administration-related notices, required to be published in the prescribed manner under Part 5.1, 5.3A, 5.4, 5.4B, 5.4C, 5.5, 5.6, 5.8 or 5A.1 of the Corporations Act, Schedule 2, the Practice Rules or lodged in accordance with regulation 5.6.75 of the Corporations Regulations.
[3] Company status: Certain form lodgements cause company status changes. These may not apply if a company is subject to another external administration. The status of a company is recorded on ob体育鈥檚 database as:
- REGD 鈥� registered
- EXAD 鈥� under external administration and/or controller appointed
- SOFF 鈥� strike-off action in progress
- DRGD 鈥� deregistered