ASIC initiated deregistration of a company
ASIC may initiate the deregistration of a company if it believes the conditions set out in relevant sections of the Corporations Act 2001 (the Act) have been met. The relevant sections are:
- s601AB(1); s601AB(1A) and s601AB(2); and
- s1447
Generally, we can initiate deregistration when the company:
- has not paid its annual review fee for at least 12 months after the payment due date (s601AB(1A); or
- 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 (s601AB(1)); or
- has not lodged its 2002 annual return, has not lodged any other document in the last 18 months and we have no reason to believe the company is carrying on business (s1447).
Under s601AB(2) we can initiate deregistration if a company is being wound up and we have reason to believe that:
- the liquidator is no longer acting; or
- the company's affairs have been fully wound up and a return that the liquidator should have lodged is at least 6 months late; or
- the company's affairs have been fully wound up under Part 5.4 of the Act and the company has no property or not enough property to cover the costs of obtaining a Court order for the company's deregistration.
If we commence the deregistration process for a company, we will:
- Send a letter to the company's registered office, its directors and, if applicable, the company's liquidator warning of the impending deregistration.
- Place the company in SOFF (strike off) status to indicate that the company is in the process of being deregistered.
- Publish a notice in the Commonwealth of Australia ASIC Gazette advising that the company will be deregistered two months from the date of publication.
- Deregister the company two months after the notice appears in the Commonwealth of Australia ASIC Gazette.
- Send a final letter to the company, its directors, or liquidator (if any) to advise that the company has been deregistered.
Will I receive any further notice prior to deregistration?
The letter sent to warn of the impending deregistration is the only warning issued before deregistration occurs. This letter is an indication that the deregistration process has already begun. The next letter you will receive about this process will advise that the company has been deregistered.
How do I stop the deregistration?
The letter notifying of our intention to deregister the company will also explain why the action is being taken and what steps you will need to take to stop the deregistration. This will generally be any one of the following:
- pay the company’s annual review fee/s in full; or
- lodge a required document; and/or
- lodge a document which indicates the company is carrying on business; and/or
- respond to the letter in writing and advise us that the company is carrying on business.
You should note that if ASIC has initiated deregistration for non-payment of the company's review fee, the fee must be paid in full before deregistration action will be stopped. We allocate payments to a company’s oldest debt first, so to ensure the review fee is paid in full and to stop deregistration, ALL amounts (including late fees) owed to us by the company must be paid.
| This is Information Sheet 10 (INFO 10). Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. |
ASIC Website: Printed 11/21/2008
