ASIC may deregister a company if it believes the conditions set out in the Corporations Act 2001 (the Corporations Act) have been met.
Generally, we can deregister a company when it has not:
paid its annual review fee for at least 12 months after the payment due date (s601AB(1A) of the Corporations Act)
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) of the Corporations Act), or
lodged any other document in the last 18 months and we have no reason to believe the company is carrying on business (s1447 of the Corporations Act).
We can also deregister a company if it is being wound up and we have reason to believe that:
the liquidator is no longer acting
the company's affairs have been fully wound-up and a return that the liquidator should have lodged is at least six months late, or
the company's affairs have been fully wound-up under Part 5.4 of the Corporations 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 (s601AB(2) of the Corporations Act).
If we start to deregister a company, we will:
send a letter to the company's registered office, its directors and, if applicable, the liquidator(s) warning of the impending deregistration
place the company in SOFF (strike off) status and display this on our public company register to indicate that the company is in the process of being deregistered
publish a notice on the Insolvency notices website advising that the company may be deregistered two months from the date of publication unless we receive an acceptable reason not to proceed
deregister the company two months after the notice appears on the Insolvency notices website unless we receive an acceptable reason not to proceed, and
send a final letter to the directors, or liquidator(s) (if any) advising that the company has been deregistered.
Will I receive any further notice prior to deregistration?
The letter sent to warn of the impending deregistration and the notice on the Insolvency notices website are the only warning issued before deregistration occurs. These indicate that the process to deregister the company has already begun. The next letter you will receive about this process will tell you that the company has been deregistered.
How do I stop deregistration?
The letter telling 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 deregistration. This will generally be any one or more of the following:
pay the company’s annual review fee and any late fees in full
lodge a document which indicates the company is carrying on business
lodge any further documentation we require, and
respond to the letter in writing and advise us that the company is carrying on business.
How does a third party defer deregistration?
A third party can ask to defer deregistration of a company for the following reasons:
legal proceedings are underway against the company, or
there is the intent to issue legal proceedings against the company.
We will defer deregistration for a period of time to allow legal proceedings to be completed.
Applications for deferral of deregistration must be made before the company is deregistered. After the company has been deregistered, an application for the reinstatement of the company must be made to either ASIC or the court. See Regulatory Guide 83 Reinstatement of companies (RG 83) for more information.
Send your written submission setting out the reasons for deferring deregistration and any evidence that substantiates your claims to us:
Fax: 03 5177 3999
Manager, Registry Services
Australian Securities and Investments Commission
PO Box 4000, Gippsland Mail Centre VIC 3841
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.