If your company enters into voluntary administration, an administrator is appointed to investigate your company's business and financial affairs. A key function of the administrator is to present recommendations regarding the future of your company, and the financial options available, to your creditors.
Appointing an administrator
An administrator can be appointed by:
- a resolution of your board of directors
- the liquidator of the company, or interim liquidator
- a secured creditor, or
- a court, if a creditor, liquidator, or the Registrar of Companies applies to have one appointed.
If 2 or more administrators are appointed, they may operate individually or jointly, unless an order or resolution of appointment states otherwise.
Notice of appointment
Once appointed, and before the end of the next working day, the administrator must:
- give written notice of their appointment to anyone who has registered a financial claim against your company on the Personal Property Securities Register
- file a notice of appointment with us.
Once this notice is filed, your company's status on the Companies Register is changed to In voluntary administration.
Within 3 working days, the administrator must also publish public notice of their appointment. This must appear in at least 1 newspaper in circulation in the area where your business is located.
If the position of administrator becomes vacant
If the administrator dies, resigns or is disqualified, whoever made the original appointment may appoint a replacement.
An administrator may also be removed from office by:
- the court, if a creditor, liquidator, the Financial Markets Authority or the Registrar of Companies has made an application, or
- by a resolution of creditors.
If a new administrator is appointed, they must file notice of their appointment with the Registrar, and publish a public notice of their appointment. The outgoing administrator must also give notice.
Responsibilities of the administrator
- investigates your company's business affairs and financial circumstances
- calls a first creditors' meeting and a watershed meeting, and
- outlines the options available to creditors, giving an opinion on each option and recommending which is in their best financial interest.
Preparing and filing reports
As soon as possible after appointment, the administrator must form an opinion and report on whether it would be in your creditors' interests for:
- the company to enter into a deed of company arrangement
- the administration to cease, or
- a liquidator to be appointed.
The administrator must report to us any offences, misconduct or breach of duty by directors, officers or shareholders of your company.
The administrator must also prepare and file reports with us as prescribed in Section 2 of the Companies (Voluntary Administration) Regulations 2007.
Holding creditors' meetings
The administrator must call a first creditors' meeting, followed by a watershed (final creditors') meeting to decide the future of your company.
What happens after the watershed meeting depends on whether your company:
- is returned to you
- is placed in liquidation, or
- enters into a deed of company arrangement.
Ending voluntary administration
Generally, administration ends when:
- your company and creditors finalise a deed of company arrangement
- your creditors resolve that the administration should end
- your creditors resolve, at the watershed meeting, to appoint a liquidator
- no resolution is passed to finalise a deed of company arrangement
- a deed of company arrangement is not finalised within 15 working days of approval at the watershed meeting, or
- the watershed meeting has not been held within the required time, and no application for a time extension has been made.
Administration may also end if a court:
- orders that the administration end, or
- appoints a liquidator or an interim liquidator.
Filing service for administrators
The Companies Office offers an online service to assist administrators to file notices and reports, manage their document portfolios, and meet their statutory reporting obligations.