Closing your company

Even if your company has stopped trading, it's still registered with ASIC. This means that you must still meet the legal obligations of a company, including paying the annual review fee.

Deregistration


Voluntary deregistration

Applying for voluntary deregistration?ceases the company as a legal entity and removes you from any obligations as an officeholder. This includes updating changes to the company's details and paying lodgement and annual review fees.

We cannot deregister the company if it owes money, or if it is insolvent. If your company does not meet the criteria for voluntary deregistration, you may need to wind up your company.

Before you voluntarily deregister your company, you will need to fulfil these requirements:

  • all members of the company agree to deregister
  • the company is not conducting business
  • the company's assets are worth less than $1000
  • the company has no outstanding liabilities (e.g. debts)
  • the company is not involved in any legal proceedings
  • the company has paid all fees and penalties payable to ASIC, and
  • it is recommended that all the company’s tax and superannuation obligations are up to date. To find out what you need to do, visit the Australian Taxation Office's website.?

Note: even if the company’s assets are worth less than $1000 you should ensure they are completely dealt with by the company before you deregister. This will avoid inconvenience and costs to you, should you later require assistance and/or approval from ASIC to deal with the deregistered company’s outstanding assets. This is because any assets that remain in the company’s name after deregistration will ordinarily vest in ASIC or the Commonwealth. ?Read more about the effects of registration.

Making a false or misleading statement to ASIC is a breach of section 1308 of the Corporations Act and carries a maximum penalty of 5 years imprisonment. It is therefore recommended that before you lodge a Form 6010 to voluntarily deregister your company, you seek legal advice if you are unsure, and in any event, conduct thorough searches including:

  • share registries - if your company owned shares, regardless of whether the shares are held beneficially or as a trustee
  • land titles offices - if your company owned real property, or held any other interest over real property e.g. mortgage or caveat and
  • bank accounts - regardless of whether your company owned the account beneficially or as a trustee.

Winding up a company

If your company does not meet the requirements for voluntary deregistration (e.g. it has assets worth more than $1000 or it's insolvent), you may need to look into winding up your company.

Winding up a company involves selling a company's assets and distributing the proceeds amongst creditors and shareholders.

Effects of deregistration

When a company is deregistered, it's still shown on our registers. The status will show as 'Deregistered'. Read more about the effects of deregistration.

Reinstating a deregistered company

Reinstatement will restore a company to 'Registered' as if it was never deregistered.

There are two methods of reinstatement:

Apply to ASIC for reinstatement

If you meet certain criteria, you can apply to ASIC to reinstate your company.

Apply to the court to order ASIC to reinstate your company

If you don't meet ASIC's criteria for reinstatement, you can apply to the court.

Read more about reinstating a company.

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Last updated: 15/10/2014 12:00
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