You can apply to 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 holds an Australian financial services licence or an Australian credit licence, you should apply to cancel the licence before you apply to deregister the company.
Winding up a solvent company
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.
Generally, we can initiate deregistration when a company:
- has not paid its annual review fee for at least 12 months after the payment due date
- has not responded to a Company compliance notice (return of particulars) at least 6 months after the response was required, has not lodged any other document in the last 18 months and we have no reason to believe the company is carrying on business, or
- has not lodged any other document in the last 18 months and we have no reason to believe the company is carrying on business.
When a company becomes deregistered, it will continue to be recorded on the ASIC companies register. However its status will be shown as deregistered. Once a company is deregistered it ceases to exist as a legal entity and can no longer do anything in its own right.
When a company is the holder of a business name and deregistration is commenced it should be noted that we may also cancel any business names held.
When a company becomes deregistered, it is no longer recorded on our register as a registered company and is therefore unable to trade or take any action as a body corporate.
Reinstatement returns the company to registered status as if it were never deregistered.