Voluntarily deregistering a company
This information sheet explains:
- when a company is eligible to be voluntarily deregistered
- how to make an application
- who can sign an application
- what to do if your application is rejected
- deferral or cancellation of deregistration, and
- when you must pay the current year annual review fees.
Why deregister a company?
A company remains registered even after it ceases trading. While registered it is still subject to the legal requirements of a registered company, including payment of the annual review fee.
If you have no further use for your company and it is not in financial difficulty or insolvent, you may wish to close it down (deregister). A company ceases to exist on deregistration.
If your company is suffering financial difficulty, see our information sheet Insolvency information for directors, employees, creditors and shareholders (INFO 39).
How do I deregister a company?
Generally, there are two ways to deregister a company if it is not in financial difficulty or insolvent. Either:
- by applying to us to voluntarily deregister a company (assuming it meets certain legal requirements), or
- through a members’ voluntary winding-up, which is initiated by the company’s members and involves the orderly winding-up of the company’s affairs. See our information sheet Winding-up a solvent company (INFO 78).
You should seek your own independent professional advice to determine which option is appropriate for your company.
When am I able to voluntarily deregister my company?
We will only 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, and
- the company has paid all fees and penalties payable under the Corporations Act 2001 (Corporations Act).
How to apply for voluntary deregistration
After you are sure that the company meets the requirements to deregister, complete Form 6010 Application for voluntary deregistration of a company (Form 6010).
You can complete the form online at www.asic.gov.au/forms or send a paper copy to:
Australian Securities and Investments Commission
PO Box 4000
Gippsland Mail Centre VIC 3841
Paying the application fee
The prescribed application fee is listed on the Form 6010 guide.
If you lodge your application by paper, you must include the application fee with Form 6010 or your application will not be considered.
If you use our online lodgement system, you can check to see if your company owes us any money while you are online; otherwise, check with your registered agent or contact us by phone on 1300 300 630 or online at www.asic.gov.au/question.
If you lodge your application online, you will be issued an invoice for the application fee after the application is approved. You must pay the fee within 28 days of approval or deregistration will be cancelled and you will have to reapply. See ‘If ASIC cancels deregistration’ below.
Who can sign the application?
The applicant for deregistration of a company must be the company, a director or member of the company, or a liquidator of the company. If the applicant is the company, a director or secretary of the company must sign Form 6010.
Form 6010 may be signed by an alternate director if they:
- are a current alternate director of the company at the date of signing, and
- have the power to sign under the terms of their appointment.
In signing the form, the applicant declares that the company meets the legal requirements for voluntary deregistration. If it is later found that they did not have reasonable grounds for making the declaration, they may face a penalty of $22,000 or five years in jail, or both.
If the sole director or member is deceased
If the sole director or member is deceased, the executor can sign Form 6010 as they assume the powers of the deceased. Form 6010 can only be accepted for lodgement if a cover letter from the executor is provided with a copy of probate (if available).
Alternatively, they can appoint themselves or another person as a director to the company. The new director would then be able to apply for deregistration.
If the sole director or member is a bankrupt person
A bankrupt person is ineligible to apply for deregistration and cannot sign Form 6010. The trustee of the person’s bankruptcy can sign Form 6010; they should include a cover letter explaining that they are signing as trustee for the bankrupt person and provide details of the court reference which appointed them trustee.
Alternatively, the bankrupt person’s trustee may appoint themselves or another person as a director of the company. The new director would then be able to apply for deregistration.
What happens if my application is approved?
We will write to tell you if your application is approved. We will publish a notice of the proposed deregistration in the next Commonwealth of Australia ASIC Gazette (ASIC Gazette).
The ASIC Gazette is published on Tuesday and Friday every week, except for the first and last week of the year. Copies can be viewed at www.asic.gov.au/gazettes.
We recommend you allow at least one week from the date you post your application (together with the application fee and payment for any amounts outstanding) for it to be processed and the notice to be published in the ASIC Gazette.
Two months after the notice is published, we will deregister the company unless we receive a request to defer or cancel the deregistration. When the company is deregistered we will send you a confirmation letter.
Keeping the company’s books after deregistration
The directors of the company must keep its books for a period of three years after deregistration.
What happens if my application is rejected?
We will reject your application if we are aware that the company does not meet all of the requirements; for example, if there are outstanding fees or penalties payable to us.
If we reject your application we will not refund your application fee.
If you still wish to deregister, you will need to ensure that the company meets all requirements and lodge a new application with another application fee.
Payment of the annual review fee
You will not have to pay the current year’s annual review fee if the company’s annual review date falls within two months before or after the notice is published in the ASIC Gazette.
If you have already paid your annual review fee, you will be entitled to a refund if:
- you have already paid your annual review fee for the current year, and
- a notice of proposed deregistration is published in the ASIC Gazette within two months before or after the annual review date of your company.
You will not be entitled to a refund if:
- the notice of proposed deregistration is published more than two months after the annual review date of your company, or
- you have paid review fees for 10 years in advance as a single payment.
When can deregistration be cancelled or deferred?
If an applicant requests a cancellation or deferral
You may request that we defer or cancel deregistering the company. Send your request to:
Australian Securities and Investments Commission
PO Box 4000
Gippsland Mail Centre VIC 3841
Fax: (03) 5177 3999
When you request that deregistration be cancelled, your letter must explain which of the requirements for deregistration the company does not meet and why.
We must receive your request before the company is deregistered; otherwise, you will have to apply for us to reinstate the company: see our information sheet Reinstatement of the registration of a company (INFO 4).
If ASIC cancels deregistration
If we cancel deregistration after we have approved it, it is usually because the application for voluntary deregistration was made online without payment of the application fee and we did not receive the payment within 28 days.
If you wish to continue with the voluntary deregistration of the company, you will need to lodge a new Form 6010 and pay the new application fee, plus the first application fee and any outstanding company fees and penalties payable under the Corporations Act.
We may also cancel a company’s deregistration where:
- an officeholder or member of the company provides information to us that the company does not meet all the legal requirements for voluntary deregistration
- the company is or becomes subject to an ASIC investigation or enforcement action
- an external administrator is subsequently appointed to the company and lodges administration documents, or
- we receive a court order directing this course of action.
If ASIC defers deregistration
We may defer a company’s deregistration because we have received a written request from a third party. These requests usually arise when legal proceedings involving the company are underway or about to start. The third party must provide proof that legal action exists (for example, a copy of a court order).
In such cases we may defer the company’s deregistration for a period of between 30 and 180 days. We may also grant further deferrals upon request.
Where can I get more information?
- Reinstatement of the registration of a company (INFO 4).
- Insolvency information for directors, employees, creditors and shareholders (INFO 39).
- Winding-up a solvent company (INFO 78).
- Contact ASIC’s Infoline on 1300 300 630 or at Infoline@asic.gov.au.
Important notice
Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice.
You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases your particular circumstances must be taken into account when determining how the law applies to you.
| This is Information Sheet 25 (INFO 25). Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. |
ASIC Website: Printed 09/09/2010
