Dictionary

Deregister a company

Deregistering a company means formally closing down and removing a registered company from the Australian Securities and Investments Commission (ASIC) register. When a company is deregistered, it ceases to exist as a legal entity and therefore cannot carry out any business activities. 

Deregistration is a process that can be initiated voluntarily by the company itself, or it can be ASIC-initiated.

  • Voluntary deregistration

If a company meets certain requirements, the company, a director or member, or a liquidator of the company can apply to voluntarily deregister it. Before they can submit an application for deregistration, you must pay any ASIC outstanding fees and penalties.

Section 601AA(2) of the Corporations Act 2001 provides that a company can be voluntarily deregistered only if all the following conditions are met:

(a)  all the members of the company agree to the deregistration; and

(b)  the company is not carrying on business; and

(c)  the company’s assets are worth less than $1,000; and

(d)  the company has paid all fees and penalties payable under this Act; and

(e)  the company has no outstanding liabilities; and

(f)  the company is not a party to any legal proceedings.

Once the deregistration application is submitted, ASIC will publish a notice on ASIC’s Published notices website and the company will be deregister two months after the publication.

When applying to deregister a company, the director must submit a form to ASIC that contains a declaration that the above conditions have been met and are correct.

  • ASIC-initiated deregistration

ASIC can cancel the registration of a company when:

  1. the company has not paid its annual review fee within 12 months of the due date;
  2. the company has not responded to a compliance notice, has not lodged any documents in 18 months, and ASIC deems it to be inactive; or
  3. the company is being wound up and there is no liquidator.

Once ASIC initiates the deregistration process, it will send a notice to the company’s registered office and its directors, informing them of the impending deregistration and providing them with an opportunity to object. If no objection is raised, ASIC will proceed with the deregistration and the company will cease to exist as a legal entity.