How Voting Works at Creditor Meetings — Step-by-Step Guide

Creditor meetings are where the real decisions get made in an insolvency process. Appointments, fees, restructures — it all lands here.

On paper, the voting rules look straightforward. In practice, they can get tricky quickly. The key issue is that creditor voting doesn’t rely on a single majority. You need two: one by number, and one by value. If those don’t line up, things can stall — or get decided by the chair.

The framework comes from the Corporations Act 2001 and is supported by guidance from ASIC. But the legislation only takes you so far. How it plays out in a live meeting is where most of the nuance sits.

Who can vote at a creditor meeting?

Not every creditor is treated the same, and that’s usually the first point of confusion.

At a high level:

The chairperson (usually the administrator or liquidator) decides whether a claim is admitted for voting. That decision can be straightforward. Other times, it’s a judgement call — particularly where records are incomplete or the debt is disputed.

What is a proof of debt?

If a creditor wants to vote, they need to put their claim on record. That’s where the proof of debt comes in.

It’s essentially a formal statement of what’s owed and why, backed up with evidence. Invoices, agreements, statements — whatever supports the claim.

In a well-run process, most proofs are lodged ahead of the meeting. But in reality, you’ll often see late submissions or incomplete forms. When that happens, the chair has to decide whether to admit the claim for voting, sometimes on the spot.

ASIC provides the standard forms here: ASIC insolvency forms.

How votes are counted

This is the part that catches most people off guard.

A resolution doesn’t pass just because “most creditors” agree. It has to pass both tests:

Both need to be satisfied. If they aren’t, the resolution doesn’t automatically pass or fail — it moves into a grey area where the chair may need to step in.

You’ll see this play out where there’s one or two large creditors on one side, and a larger group of smaller creditors on the other. Neither side is “wrong” — but the voting system forces a balance.

Proxy voting at creditor meetings

Attendance isn’t required for a creditor to vote. Most don’t attend in person — especially in larger matters.

Instead, they appoint a proxy.

Deadlines matter here. Proxies need to be lodged in line with the meeting notice. Miss that window, and the vote may not count. That can shift outcomes, particularly where numbers are tight.

Online creditor meetings — where things stand

Online meetings are now standard practice, not a workaround.

Changes introduced through the Corporations Amendment (Meetings and Documents) Act 2022 allow meetings to be held fully online, as long as creditors have a reasonable opportunity to participate.

That sounds simple, but “reasonable opportunity” carries weight. Creditors need to be able to ask questions, lodge proxies, and vote in a way that is transparent and verifiable.

In practice, this is where basic video tools tend to fall short. Insolvency meetings require more than attendance tracking — they need controlled voting, real-time calculations, and a clear audit trail. Platforms like Vero Voting are designed with that in mind, which is why they’re increasingly used in formal appointments.

Voluntary administration vs liquidation — what changes?

The mechanics of voting stay largely the same, but the context shifts.

In voluntary administration, timing is tight and decisions are consequential. The second meeting, in particular, determines whether the company survives, enters liquidation, or proceeds under a deed of company arrangement.

Liquidation meetings tend to be less compressed, but no less important. They often deal with oversight — approving fees, appointing committees, or replacing the liquidator.

Same voting rules. Different pressure points.

The chairperson’s role — and the casting vote

When the two voting limbs don’t align, the chairperson has discretion to break the deadlock.

This is known as a casting vote.

It’s not used casually. The chair is expected to act in the interests of creditors as a whole, not favour one group over another. In borderline situations, this decision can be the difference between a proposal proceeding or falling over.

And yes — it can be challenged.

Challenging voting outcomes

Creditor voting isn’t immune from dispute. In fact, it’s one of the more common areas where issues arise.

Challenges usually centre on:

The court has the power to review and, if necessary, set aside resolutions under the Corporations Act. But by that stage, time and cost have already crept in. Avoiding the issue upfront is always the better outcome.

Where Vero Voting fits in

Running a creditor meeting isn’t just about collecting votes. It’s about running a process that holds up under scrutiny — from regulators, courts, and creditors themselves.

That’s where purpose-built systems come into play. Vero Voting handles the mechanics behind the scenes — verifying creditors, managing proxies, calculating results across both voting limbs, and maintaining a clear audit trail.

It doesn’t replace the judgement of the practitioner. But it does remove a lot of the friction and risk that comes with manual processes.

If you’re planning a creditor meeting and want to make sure the process runs cleanly from start to finish, it’s worth speaking with a team that works in this space every day.