A a claim that existed before the entity's termination and is not barred by limitations; or. B a claim that exists after the entity's termination and before the third anniversary of the date of the entity's termination and is not barred by limitations, including a claim under a contractual or other obligation incurred after termination.
A terminated in a manner authorized or required by this code, unless the entity has been reinstated in the manner provided by this code; or. B forfeited pursuant to the Tax Code, unless the forfeiture has been set aside.
A the title of this code governing the domestic entity; or. B if applicable to the domestic entity, Section Acts , 80th Leg. September 1, Acts , 84th Leg. Acts , 87th Leg. Winding up of a domestic entity is required on:. The domestic entity shall:. Acts , 83rd Leg. Subject to the other provisions of this code, on application of a domestic entity or an owner or member of a domestic entity, a court may:.
During the winding up process, a domestic entity may continue prosecuting or defending a court action or proceeding by or against the domestic entity. A voluntary decision to wind up a partnership under this subsection may be revoked in accordance with Sections The continuation of the business by the other partners or by those who habitually acted in the business before the request, other than the partner making the request, without any settlement or liquidation of the partnership business, is prima facie evidence of an agreement to continue the partnership under this subsection.
Acts , 82nd Leg. The voluntary decision to wind up may be revoked in accordance with Sections The event requiring winding up specified in this subsection may be canceled in accordance with Sections For purposes of Section Acts , 81st Leg.
Notice of liquidation is furnished by release of the merchandise under a free entry in accordance with paragraph a 2 of this section, or by acceptance of the free entry in accordance with paragraph a 3 of this section after release under a special permit for immediate delivery. No further notice of the liquidation of such entries will be given. The liquidator must comply with this request unless:.
There are rules governing when a direction is not reasonable, including if the liquidator, acting in good faith, thinks that:. The law requires the liquidator to provide the information within 20 business days of the request being made. If the direction is not reasonable, the liquidator must notify the requesting party and set out reasons why the request is not reasonable.
If the requesting party agrees to pay the costs of providing the information and security for those costs is provided if the liquidator requires that , the liquidator must comply with the request. These include minutes of meetings and details of all the receipts and payments for the liquidation. Copies of minutes of meetings and detailed lists of receipts and payments, as well as several other documents, must also be lodged with ASIC.
If the liquidator suspects anyone connected to the company may have committed an offence, the liquidator must report this to ASIC. Let the liquidator know if you have any information that might help the liquidator to prepare such a report. These reports are not available for inspection.
ASIC reviews these reports and decides whether to take further action, such as banning a person from acting as a company director for a period or charging the person with a criminal offence.
ASIC considers a range of factors when deciding what action, if any, to take. The reviewing liquidator must be a registered liquidator. A creditor who wishes to appoint a reviewing liquidator must get written consent from the registered liquidator confirming they would be prepared to act as reviewing liquidator.
The person must also make a written declaration about any relationships they or their firm have that might affect their independence to act as reviewing liquidator. A creditor who wishes to appoint a replacement liquidator must request the current liquidator to convene a meeting.
The liquidator is not required to comply if the request is not reasonable. A creditor who wishes to remove the current liquidator and appoint a replacement liquidator must approach a registered liquidator to get a written consent confirming they would be prepared to act as liquidator of the company. The person must also make a written declaration about any relationships they or their firm may have that might affect their independence to act as liquidator.
If the resolution to remove the current liquidator is passed at the meeting, the removal takes effect from when a resolution to appoint the replacement liquidator is passed. The court has the power to make orders as it thinks fit in relation to an external administration. Creditors and other persons with a financial interest in the external administration can apply to the court for these orders, including:. Making an application to court can be costly. You can consider going to court if you cannot resolve any problems with the liquidator directly.
Liquidators, ASIC and other people can also make applications to the court. For example, a liquidator might apply to have questions decided about how to exercise certain powers in a liquidation.
If a company fails to meet its obligations under a security interest e. The secured creditor can participate in any dividend to unsecured creditors for their shortfall. Directors cannot use their powers after a liquidator has been appointed. They have an obligation to assist the liquidator by:. A liquidator has the power to apply to the court to conduct a public examination , under oath, of a director or other person with information about the company.
If the company has traded while insolvent, ASIC, a liquidator or, in certain circumstances, a creditor can commence proceedings against directors personally for amounts lost by creditors. Where the directors believe that the company is eligible for the simplified liquidation process, the directors must, within five business days after liquidation commences, give to the liquidator:.
Contact the liquidator to raise any questions or complaints. Reports of misconduct against companies and their officers can also be made to ASIC. 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. 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. View all registers. Liquidation: A guide for creditors Receivership: A guide for creditors Voluntary administration: A guide for creditors Independence of external administrators: A guide for creditors Approving fees: A guide for creditors Deed of company arrangement for creditors.
ASIC Connect. Companies and organisations Business names Professional registers Banned and disqualified View all registers. The protestant cites to Pagoda Trading Co. T 10 , in support of its claim. In that case, the DOC instructed Customs to lift suspension of liquidation before the one year anniversary of entry. Id at Customs then issued notices for suspension of liquidation before the one-year anniversary of entry.
Customs intended these notices to be extensions and did not know why these notices were sent. The CIT found that notices of suspension were not effective to serve as notices of extension and that there was also no basis for any extensions. Thus, the CIT held that the entries were deemed liquidated on the one year anniversary of entry.
This protest is markedly different from the decisions rendered in Pagoda. While each case initially involved suspensions of liquidation, three notices of extension were issued in this protest and a proper basis existed for these notices.
The Pagoda decisions did not state that Customs could not have issued extensions if a proper basis existed for such extensions.
Therefore, we do not find the decision in Pagoda supportive of the protestant's claim. The protestant also cites to Nunn Bush Shoe Co. United States, F. In that case, entries were suspended pending the results of a countervailing duty investigation and later pursuant to court injunctions. These injunctions were dissolved before the entries were four years old, but Customs did not liquidate certain of these entries until after four years from the date of entry.
We note that the subject protest does not involve an entry liquidated more than four years after the date of entry. Therefore, an important factual difference exists between this protest and the Nunn Bush case. The CIT in Nunn Bush stated that "[s]ection unambiguously states that if an entry is not liquidated within four years, then it will be deemed liquidated by operation of law unless the period is extended as per 19 U. This statement leads to the conclusion that Customs may extend liquidation of an entry after a suspension as long as the extension does not exceed the statutory four-year period.
This is exactly what procedure Customs followed in this protest. The CIT in Nunn Bush did not state that Customs could not extend liquidation of an entry after a suspension is lifted.
Accordingly, despite protestant's assertion to the contrary, we find the decision in Nunn Bush supportive of Customs position in this protest. United States, 15 CIT
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