Small Business Restructuring
Deed of Company Arrangement — Restructure Your Debts and Survive
A Deed of Company Arrangement (DOCA) allows a financially distressed company to reach a binding compromise with its creditors, avoid liquidation, and continue trading. Understanding the DOCA process — as a director proposing one, or a creditor voting on one — requires specialist insolvency legal advice.
⚠ DOCA voting deadlines and objection rights have strict timeframes under the Corporations Act 2001 — delay can cost you your right to act — submit your request now.
Does This Sound Like You?
Common situations we help with.
Administrator recommending a DOCA to creditors
The voluntary administrator has completed their investigation and is recommending that creditors vote in favour of a DOCA rather than liquidation. As a director, you want to understand what the DOCA means for you personally, what the outcome will be for the business, and whether the recommended DOCA terms are the best achievable outcome.
Creditors voting on a proposed DOCA
You are a creditor of a company in administration and have received notice of a second creditors' meeting at which a DOCA will be put to a vote. You want to understand what the DOCA offers you compared to liquidation, whether the proposal is fair, and whether you should vote in favour or against — and what your options are if you disagree with the outcome.
Understanding what a DOCA means for existing debts
You want to understand which of the company's debts will be bound by the DOCA, what cents in the dollar the DOCA fund will pay, whether employee entitlements are protected, and what happens to debts that are not specifically addressed in the deed. Clarity on these issues is essential for both directors and creditors before the vote is taken.
Director proposing a DOCA to creditors
You have entered voluntary administration and want to work with the administrator to develop a DOCA proposal that will achieve a better outcome for creditors than liquidation, allow the business to continue, and protect as many jobs as possible. Designing a credible, commercially sound DOCA requires expert legal and financial advice from the earliest stage of the administration.
Creditor opposing a DOCA that favours the director
You are a creditor who believes the proposed DOCA is structured to benefit the director at creditors' expense — paying an inadequate dividend, releasing directors from insolvent trading claims, or otherwise treating creditor classes unfairly. The Corporations Act gives creditors and the court mechanisms to challenge and terminate DOCAs that are oppressive or contrary to creditors' interests.
Variation or termination of an existing DOCA
You are subject to an existing DOCA that is not being complied with by the company or administrator, or circumstances have changed to the point where the DOCA should be varied or terminated. The Corporations Act sets out specific grounds and procedures for DOCA variation and termination, and acting outside those procedures can give rise to liability.
How It Works
Expert DOCA and voluntary administration advice
Whether you are a director trying to save your business through a DOCA or a creditor assessing your options, specialist insolvency legal advice is essential. Submit your request and we will match you with the right specialist — the initial consultation is free.
Submit Your DOCA RequestSubmit your request
Tell us whether you are a director or creditor, what stage the administration is at, and what specific aspect of the DOCA you need advice on.
Get matched with a DOCA specialist
We connect you with an insolvency lawyer with experience in voluntary administration, DOCA negotiation, and creditor rights under the Corporations Act 2001.
Receive strategic advice and act
Your lawyer will review the proposed DOCA, advise on your rights and obligations, and help you achieve the best possible outcome — whether that is designing a DOCA, voting strategically, or challenging an unfair proposal.
20 Days
The administration moratorium that protects the company from creditor action while a DOCA is developed
All 8 States
Requests matched to specialist lawyers across every state and territory in Australia
Free
Initial consultation — understand your rights and options before committing to any action
Alternative
A DOCA can offer creditors a better return than liquidation while allowing the business to continue trading
Before You Vote or Sign
Practical questions about Deeds of Company Arrangement.
What is a DOCA and how does it differ from liquidation? +
A Deed of Company Arrangement (DOCA) is a binding agreement between a company and its creditors, executed following voluntary administration, that compromises some or all of the company's debts in exchange for a payment arrangement — typically a lump sum or series of payments into a DOCA fund. Unlike liquidation, which ends the company's existence and distributes assets to creditors, a DOCA allows the company to survive, continue trading, and pay creditors an agreed amount (which may be less than the full debt) over time. Both outcomes are possible following voluntary administration — the choice is made by creditors at the second creditors' meeting.
Who proposes a DOCA and within what timeframe? +
A DOCA is typically proposed by the company's director, a related party, or a third-party investor who wants to preserve the business. It must be proposed to the administrator before the second creditors' meeting, which is typically held within 20 to 25 business days of the administrator's appointment. The administrator then provides a written report to creditors recommending whether to accept the DOCA, return the company to directors, or place it in liquidation. Directors should engage their lawyers and the administrator as early as possible in the administration to develop a viable DOCA proposal.
What creditor classes and voting thresholds apply to DOCA approval? +
Under the Corporations Act 2001, a DOCA is approved by a simple majority in both number and value of creditors who vote at the second creditors' meeting. If there is a conflict — majority in number but not value, or vice versa — the chairman's casting vote or a court application may be needed to resolve the impasse. Secured creditors generally vote separately. Once a DOCA is approved, it binds all creditors whose claims arose before the administration — even those who voted against it or did not attend the meeting.
What debts are bound by a DOCA and what happens to the rest? +
A DOCA generally binds all unsecured creditors with claims that arose before the administration commenced. Secured creditors are only bound if they voted in favour of the DOCA or the deed specifically provides for their treatment. Certain employee entitlements — particularly Fair Entitlements Guarantee claims — have priority. The DOCA deed itself sets out the treatment of each class of creditor and the distribution mechanism. After the DOCA is fully performed, the company is released from the compromised debts and continues operating free of those liabilities.
Can I challenge a DOCA in court? +
Yes — under section 600A of the Corporations Act, a court can set aside or vary a DOCA resolution, or terminate a DOCA, if the resolution or deed is oppressive or unfairly prejudicial to creditors, or contrary to the interests of creditors as a whole. A creditor can also apply to have a DOCA terminated if the company fails to comply with its obligations under the deed. Applications must be made promptly after the creditors' meeting or the event giving rise to the right to apply.
What happens when a DOCA is terminated and the company returns to administration? +
If a DOCA is terminated — either by the deed administrator, by court order, or by the company's failure to perform — the administration generally resumes and the company moves toward liquidation unless a replacement DOCA is proposed. Creditors' debts are reinstated in full less any amounts already distributed. The terminated DOCA may still have legal effects on some creditor rights depending on the circumstances, and legal advice before and after termination is important for both the company and its creditors.
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