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Company Deregistration - voluntary

Have you sold your business? Merging with another business? Are you retiring from your business?

It's a good idea to consider voluntarily deregistering a Pty Ltd company, if your company is:

  • no longer trading;
  • dormant;
  • no longer the trustee of a trust or SMSF and property no longer vests in the company; or
  • no longer required.

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.

Voluntary deregistration is the simplest and cheapest way to close down your company so that you do not have to continue your obligations as an officeholder.

$110.00
    • Cleardocs fee incl GST $68.00
    • ASIC fee $42.00
Product Benefits
  • Instant 24/7 ASIC lodgement — Cleardocs is an ASIC registered agent
  • Pre-fill company information from earlier Cleardocs orders — saving you time and typing
  • Includes copy function for address details — saving you typing
  • Extensive online help and local phone support
  • Easy to use question interface
Product Information

What is included in the Cleardocs package?

The Cleardocs package includes:

  • electronic lodgement of ASIC Form 6010 Application for Voluntary Deregistration of a Company;
  • Minutes of directors declaring the deregistration conditions have been met and resolving to voluntarily deregister the company;
  • Circulating members resolution; and
  • an Establishment Kit explaining what to do next.

What information do I need to deregister my a company through Cleardocs?

Our checklist outlines all the information you require.

What is voluntary deregistration?

A company exists until it is deregistered. Voluntary deregistration is one way of having a company deregistered — it is generally the quickest and cheapest method, but is only available in fairly limited circumstances — read more about these conditions below.

When can a company apply for deregistration?

Under the Corporations Act 2001 (Cth), a company can apply for deregistration as long as all of the following 6 conditions are met:

  • all members agree to the deregistration;
  • the company is not carrying on business;
  • the company's assets are worth less than $1,000.00;
  • the company has paid all fees and penalties payable under the Act;
  • the company has no outstanding liabilities; and
  • the company is not a party to any legal proceedings.

If the company is insolvent, you cannot apply for voluntary deregistration. If your company is a trustee, then it should first dispose of all trust property and ensure the trust has been wound up and terminated.

If a company applies for voluntary deregistration and does not meet all of the 6 requirements, ASIC will reject the application and the application fee will not be refunded. Note, however, that ASIC can only check whether certain requirements are met (such as payment of all annual review fees): the fact that ASIC accepts an application, does not mean it accepts all 6 requirements have been met. Accordingly, it is important that at the time of lodging the application for voluntary deregistration, the information provided is 100% accurate. It is an offence to make a false declaration.

How long does it take to voluntarily deregister a company?

The whole process takes approximately 3 months.

If the Company complies with all of the requirements for deregistration and ASIC approves the application for deregistration, ASIC will publish a notice about the proposed deregistration in the Commonwealth Gazette and on ASIC's national database.

Subject to any response received by ASIC about the proposed deregistration from, for example any creditors of the company, 2 months after the Gazette notice is published, ASIC can deregister the company.

ASIC will give notice of the deregistration to the person nominated on the application form to receive the notice.

What happens if ASIC rejects the deregistration application?

If the application is rejected, ASIC will write to the company directly advising why the application has been rejected. In this case, the application fee will not be refunded. The company will be required to lodge a new application and pay the application fee again.

What do I need to do after the company is deregistered?

You will need to advise the Australian Business Register and the ATO that the company is deregistered.

The company directors are required to keep the company's books for at least 3 years from the date of deregistration. However, the company may need to keep them longer for tax purposes.

If the company's account with ASIC shows a credit balance following approval of the application for deregistration, ASIC will issue a refund to the company's registered office or postal service address within 14 days. You do not need to contact ASIC.

Do I need to pay my current annual review fee?

You don't have to pay the current annual review fee for the company if the due date for payment is after the notice has been published on the Published notices website. For example: if your company's annual review fee is due on 01/06/2016, but a notice has been published on 30/05/2016, you don't need to pay your fee.

Frequently Asked Legal Questions

Cleardocs is not a law firm. So as with all the legal material on this site, the answers to these "frequently asked legal questions" are provided by the law firm Maddocks. Cleardocs does not endorse those answers.

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Is voluntary deregistration the same as winding up?

No, voluntary deregistration is not the same as winding up the company.

Winding up refers to the procedure of a liquidator taking control of a company's affairs to prepare it for deregistration — the process of finalising the company's affairs, settling its liabilities and distributing any surplus assets. Winding up can be instigated by the members voluntarily, or by a court if the company is insolvent. Once the company is wound up, it can then be deregistered.

Voluntary deregistration is an application made directly to ASIC to deregister a company. It is an alternative to winding up, and avoids the need to appoint a liquidator. It can only be done if certain conditions are satisfied.

Who can apply for company deregistration?

The person making the application for voluntary deregistration must be either:

  • a director and/or member of the company; or
  • the company itself.

You can use Cleardocs to voluntarily deregister a company if the applicant and person nominated to received notice from ASIC of the deregistration is a director. The company must make sure that it has met all of its lodgement, reporting and payment obligations with government agencies, before it proceeds to voluntarily deregister the company.

What are some examples of the liabilities I need to make sure are not outstanding?

You need to pay any outstanding fees and penalties before you apply for deregistration.

In addition to the usual creditor liabilities, make sure that the company does not owe any: PAYG/GST, employee benefits, annual leave, long service leave, redundancy pay, wages and superannuation, or the ASIC annual review fee. We suggest you check with ASIC whether the company will be exempt from an annual review fee.

When must I lodge a hard copy application for deregistration with ASIC?

The Cleardocs document package generates the ASIC Form 6010 for you and lodges it online with ASIC. However, there are some situations where an applicant is required by ASIC to lodge a paper form.

These situations include:

  • where an application to wind up the company or the filing of an application for a winding up order in relation to the company has been made in the 6 months prior to the application for voluntary deregistration; or
  • a Form CLP1, civil legal proceedings under section 1274(11) of the Corporations Act, has been lodged 24 months prior to the application for voluntary deregistration.

If these situations apply to you, you can cannot use the Cleardocs document package. If you are unsure whether this applies to you, you should obtain legal advice.

What is the effect of deregistration?

Once the company is deregistered, it ceases to exist as a legal entity and cannot do anything in its own right.

The company will need to notify the ATO and the Australian Business Register to cancel the company's ABN.

How much notice must company directors be given of a meeting of directors?

Generally, any director may call a meeting of directors by giving notice of the meeting to the other directors.

If your company has a Cleardocs Constitution: The director calling the meeting must give written or oral notice to all other directors - except any director who they reasonably believe is outside Australia. There is no fixed notice period.

If your company uses the replaceable rules: The director calling the meeting must give 'reasonable notice' to the other directors.

If your company has a Constitution that is not a Cleardocs Constitution: You will need to review the terms of the Constitution to check how much notice must be given of a meeting of directors and by whom. If you are unsure, you should obtain legal advice.

Who can chair a meeting of directors?

If your company has a Cleardocs Constitution or uses the replaceable rules: Any of the directors may chair the meeting of directors.

If your company has a Constitution that is not a Cleardocs Constitution: You will need to review the terms of the Constitution to check who can chair meetings of directors. If you are unsure, you should obtain legal advice.

Can a meeting of directors take place if some or all of the directors are temporarily outside Australia?

A proprietary limited company must have at least one director who ordinarily resides in Australia. If your company is unable to satisfy this requirement, you should obtain legal advice.

If your company has at least one director who ordinarily resides in Australia but some or all of the directors are temporarily outside Australia, then:

If your company has a Cleardocs Constitution: If a director is outside Australia, they are not required to be given notice of meetings of directors. They may still be able to attend meetings by using technology (such as Skype) - read more about this here.

If your company uses the replaceable rules: The replaceable rules do not deal with this issue. If a director is overseas, this may be relevant to:

  • the notice period of meetings of directors - read more about this here; and
  • whether a meeting is able to be held using technology - read more about this here.

If your company has a Constitution that is not a Cleardocs Constitution: You will need to review the terms of the Constitution to check if there are any rules which apply when directors are overseas. They may still be able to attend meetings by using technology - read more about this here. If you are unsure, you should obtain legal advice.

Can directors attend a meeting of directors by telephone or using other technology?

Yes, a director can attend a meeting of directors by telephone or other technology - as long as all the other directors consent.

The directors can agree to use any technology they wish - for example, Skype or telephone - provided it allows everyone to participate in the meeting. Each director should be able to speak to and hear all of the other directors.

A director can withdraw their consent to the use of technology to hold a meeting within a reasonable period before the meeting.

For circulating resolutions of directors, do all the directors have to sign the same document?

If your company has a Cleardocs Constitution or uses the replaceable rules: No, the directors can each sign and date separate copies of the resolution, if the wording is identical in each copy (sent by email) — but the resolutions will only take effect from the date when the last director signs.

If your company has a Constitution that is not a Cleardocs Constitution: You will need to review the terms of the Constitution to check whether the directors can sign separate documents to give effect to a resolution. If they can, the directors can all sign separate copies of document containing the resolutions — but the resolutions will only take effect when the last director signs. If the Constitution is silent, or if you are unsure, you should obtain legal advice.

If passing resolutions by email, all emails must be received before the resolution is effective. Documents may be emailed or faxed to directors and emailed replies or signed faxed responses are acceptable. For added security, it is permissible to request the signed original of a fax to be sent to the secretary for inclusion in the minute book with copies of all approval emails or signed documents.

For circulating resolutions of members, do all the members have to sign the same document?

No, but they must all sign an identical form of the document.

Companies with more than one member may reach decisions by circulating resolution, but it first requires all of the members to sign and date a document, or identical documents. The resolution is not effective until the last member signs.

If passing resolutions by email, all emails must be received before the resolution is effective. Documents may be emailed or faxed to members and emailed replies or signed faxed responses are acceptable. For added security, it is permissible to request the signed original of a fax to be sent to the secretary for inclusion in the minute book with copies of all approval emails or signed documents.


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