Voluntarily deregistering a company
Why deregister?
A company remains registered as a company even after it ceases trading. While registered it is still subject to the legal requirements of a registered company, including payment of the annual review fee each year.
If you have no further use for your company and it is not in financial difficulty or insolvent, you may wish to close it down, that is deregister it.
A company ceases to exist on deregistration.
How can I deregister a company?
Generally, there are two ways you can deregister a company:
- through a members’ voluntary winding-up. This is a procedure for solvent companies initiated by the company’s members and involves the orderly winding-up of the company’s affairs, the appointment of a liquidator to manage the process of realising the company’s assets, ceasing or sale of its operations, payment of its debts (if any) and distribution of surplus assets (if any) among its members. See INFO 78 Winding-up a solvent company for more information.
- by applying to us to voluntarily deregister a company assuming it meets certain legal requirements.
You should seek your own independent professional advice to determine which option is appropriate for your company.
Are you able to voluntarily deregister the company?
We will only deregister a company if it meets all of these requirements:
- all members of the company agree to deregister
- the company is not carrying on business
- the company’s assets are worth less than $1000
- the company has no outstanding liabilities
- the company is not a party to any legal proceedings
- the company has paid all fees and penalties payable under the Corporations Act 2001.
If the company is eligible to be deregistered, make your application
Once you ensure that the company meets the requirements to deregister, lodge Form 6010 Application for voluntary deregistration of a company with the $33 application fee.
Note: If you use one of our online lodgement systems you can check to see if your company owes us any money while you are online; otherwise check with your registered agent or contact us on 1300 300 630.
If you lodge your application online you will be issued an invoice for the $33 application fee once the application is approved. You must pay the fee within 28 days of approval or deregistration will be cancelled and you will have to reapply. See Why has ASIC cancelled my company’s deregistration? below.
If you lodge your application on paper, you must include the $33 application fee with the form or your application will not be considered.
Who can sign the application?
The applicant for deregistration of a company must be the company, a director or member of the company, or a liquidator of the company. Where the applicant is the company, a director or secretary of the company must sign the Form 6010.
Can an alternate director sign?
Form 6010 may be signed by an alternate director if they:
- are a current alternate director of the company at the date of signing, and
- have the power to sign under the terms of their appointment.
Are you sure about signing the form?
In signing the form, the applicant declares that the company meets the legal requirements for voluntary deregistration. If it is later found that he or she did not have reasonable grounds for making the declaration, then they may face a penalty of a $22,000 fine or five years in jail, or both.
What happens to your application after you lodge it?
We will write to tell you if your application has been approved or rejected.
When we approve your application
If your application is approved, we will publish a notice of the proposed deregistration in the next Commonwealth of Australia ASIC Gazette (ASIC Gazette).
The ASIC Gazette is published on Tuesday and Friday every week except for the first and last week of the year.
We recommend you allow at least one week from the date you post your application, together with the $33 application fee and payment for any amounts outstanding, for your application to be processed and the notice to be published in the ASIC Gazette.
Two months after the notice is published, we will deregister the company unless we receive a request to defer or cancel deregistering the company. When the company is deregistered we will send a letter to you confirming that it has been deregistered.
When we reject your application
We will reject your application if we are aware that the company does not meet all of the requirements, for example there are outstanding fees or penalties payable to us.
If we reject your application we will not refund your $33.
If you still wish to deregister, you will need to ensure that the company still meets all requirements and lodge a new application with another $33 application fee.
Do I still have to pay the company’s current year annual review fee?
You will not have to pay the current year’s annual review fee if the company’s annual review date falls:
- on or after 1 September 2007 and
- within 2 calendar months before or after the date on which the notice is published in the ASIC Gazette.
How can I stop or defer deregistration?
You may write to us to request that we defer or cancel deregistering the company. Send your request to:
ASIC
PO Box 4000
Gippsland Mail Centre VIC 3841
Fax: (03) 5177 3999
When you request that deregistration be cancelled, your letter must explain which of the requirements for deregistration the company does not meet and why.
We must receive your request before the company is deregistered otherwise you will have to apply for us to reinstate the company: see INFO 4 Reinstatement of the registration of a company.
Why has ASIC cancelled my company’s deregistration?
The most common reason that we will cancel deregistration after we have approved it is that the application for voluntary deregistration was made online without payment of the $33 fee, and we did not receive the payment within 28 days.
If the fee is not paid by the due date we will cancel deregistration. If you wish to continue with the voluntary deregistration of the company, you will need to lodge a new Form 6010, pay the new application fee plus the first application fee, as well as any outstanding company fees and penalties payable under the Corporations Act.
We may also cancel a company’s deregistration where:
- an officeholder or member of the company provides information to us that the company does not meet all the legal requirements for voluntary deregistration
- the company is, or becomes, subject to an ASIC investigation activity or enforcement action
- an external administrator is subsequently appointed to the company and lodges administration documents, or
- we receive a court order directing this course of action.
Why has ASIC deferred my company’s deregistration?
We may defer a company’s deregistration because we received a written request from a third party. These requests usually arise where it is claimed that legal proceedings involving the company are underway or about to start. The third party must provide proof that legal action exists (this could be a copy of a court order).
In such cases we may defer the company’s deregistration for a period of between 30 and 180 days. We may also grant further deferrals upon request.
How long must I keep the company’s books after deregistration?
The directors of the company must keep its books for a period of 3 years after deregistration.
| This is Information Sheet 25 (INFO 25). Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. |
ASIC Website: Printed 01/10/2009
