How to Deregister a Company for a Client

To deregister a company, lodge ASIC Form 6010 once the company has stopped business and meets every voluntary deregistration condition. Clear its tax obligations and remaining assets first. If it was deregistered incorrectly, seek reinstatement through ASIC or a court.

Voluntary Deregistration in Brief

Voluntary deregistration ends a company’s legal existence when its affairs are settled. A director, member or liquidator can apply using Form 6010. The company can also apply and nominate someone to receive the notice.

Confirm every condition before the applicant signs:

• All members agree to deregistration.
• The company has stopped carrying on business.
• Its total assets are worth less than $1,000.
• All fees and penalties payable to ASIC are paid.
• Every liability is settled, including employee entitlements.
• The company is not a party to legal proceedings.

These are the conditions in section 601AA of the Corporations Act. Stopping trade years ago does not establish that they are met today. A loan receivable remains an asset even when the company’s bank balance is zero.

A solvent company that cannot meet these conditions needs another closure route, such as a members’ voluntary liquidation. Arrange advice from a registered liquidator where that route is needed. An insolvent company needs insolvency advice, because Form 6010 requires all liabilities to be settled.

Clearing ATO and ASIC Obligations First

Finalise the company’s tax affairs and settle its debts before applying for deregistration. Lodge every outstanding company tax return and activity statement, including the final return and final BAS where required. Pay the ATO debt and complete any outstanding employer reporting and super obligations.

Reconcile the balance sheet against bank statements and tax accounts. Resolve pending refunds before closure, because a refund owed to the company is still its property. Include loans owed by directors, unpaid dividends and liabilities owed to directors in that review. Record how each balance is settled instead of clearing accounts with an unexplained journal.

Asset distributions can create capital gains tax or GST consequences. Payments to shareholders and forgiveness of shareholder loans can also raise Division 7A issues. Get specialist advice before distributing assets or forgiving debt where those rules apply. The ATO’s business closure guidance also covers final reporting and asset disposals.

Pay outstanding ASIC fees and penalties. A dormant company still has annual review obligations while registered. The ASIC fees guide explains those continuing costs.

Dispose of or transfer remaining property lawfully before deregistration, even where its value is below the asset limit. Ordinary company property left behind vests in ASIC. Property held on trust vests in the Commonwealth. Former directors lose their authority to deal with it, as ASIC’s property guidance explains.

Close the bank accounts after final receipts and payments clear, while the company still exists. Keep the closing statements. A bank account left in a deregistered company’s name can be frozen, and company funds in it vest in ASIC.

In a hypothetical file, a dormant company has $600 cash and a $4,000 loan owed by a director. Its assets total $4,600. It fails the asset test despite the small bank balance. Resolve the loan and any tax consequences before reconsidering voluntary deregistration.

Lodging the Application With ASIC

Lodge Form 6010 only after the applicant can make every declaration truthfully. The voluntary deregistration application fee is $52, with no GST. ASIC lists the fee in its statutory fees table.

1. Confirm the company name and ACN against the register. Identify the applicant and their capacity. If the company applies, enter its nominee’s full name and address.
2. Complete the declarations and obtain the applicant’s signature. A director or secretary can sign for a company applicant. Retain the member agreement and records supporting eligibility.
3. Lodge through the company officeholder portal or registered agent portal. An accountant lodging for a client must act through the appropriate authority and applicant, not sign solely because they prepare the form.
4. Pay the application fee and save the lodgement receipt. For email lodgement, pay first and attach the payment receipt with the signed PDF. ASIC requires the form number, company name and ACN in the email subject.
5. Track ASIC’s confirmation and published notice. After two months from publication, ASIC may deregister the company. The application receipt alone does not end its registration.
6. Search the register again and save evidence that its status is ‘Deregistered’. Confirm the bank accounts are closed and the company’s tax registrations are cancelled as required.

The Form 6010 lodgement instructions give the portal and email routes. ASIC recommends applying at least two weeks before the next annual review fee falls due. Its voluntary deregistration guidance explains when the annual fee remains payable.

Handle GST cancellation when business activities cease. Do not delay it until ASIC completes deregistration. The GST cancellation guide covers that separate step.

After deregistration, confirm the ABN is cancelled and arrange cancellation if it remains active. The ABR cancels a company’s ABN when ASIC notifies it of deregistration. Use the ABN cancellation guide for outstanding registration work.

If ASIC rejects Form 6010, read the reason and correct the eligibility or application problem before lodging again. The application fee is not refunded. If an asset or liability emerges during the notice period, contact ASIC to stop or delay deregistration before the company disappears.

When ASIC Deregisters the Company Itself

ASIC can start deregistration when the annual review fee remains unpaid in full for at least 12 months after its due date. Section 601AB also permits action where a return of particulars is at least six months overdue. For that ground, the company must have lodged no other documents in the previous 18 months. ASIC must also lack reason to believe it carries on business.

ASIC normally changes the status to ‘strike off in progress’ and publishes a notice. It may deregister the company after two months. ASIC’s explanation of initiated deregistration sets out the steps and how to stop them.

When onboarding a client with old companies, check each ACN on ASIC’s register. Use a current company extract when you need the recorded history. A cancelled ABN alone does not prove the company is deregistered.

If the status shows ‘strike off in progress’, address the stated reason while there is time to stop it. If it shows ‘Deregistered’, the company needs reinstatement before it can carry on business. Paying an old invoice alone does not restore its legal existence.

How to Reinstate a Company

A deregistered company can return through ASIC administrative reinstatement or a court order. ASIC must be satisfied that the company ought not to have been deregistered. Under section 601AH, a court can order reinstatement if an eligible applicant applies and the court considers it just.

An asset left in the company’s name or a refund owed to it can prompt reinstatement work. Gather evidence showing why deregistration was incorrect. ASIC’s reinstatement eligibility guidance explains the grounds for former officeholders and members. A new plan to use the company does not itself establish an incorrect original deregistration.

Apply Through ASIC

1. Request ASIC’s detailed fee estimate using the company name and ACN. Give the former officeholder or member’s details and your registered agent details where applicable.
2. Prepare Form 581 with supporting evidence. A former officeholder or member you represent must sign. Explain the original error and notify the former directors about the application and its consequences.
3. Pay the quoted amount and send the signed form through ASIC’s lodgement route. Keep the application and evidence together.
4. Await ASIC’s decision and confirm the register changes to ‘Registered’ before the company resumes business.

The Form 581 page lists a $52 application fee, with no GST. For former officeholder or member applications, the total also includes amounts owed at deregistration and annual review fees for the deregistered period. ASIC’s estimate determines what must be paid.

ASIC says its estimate can take up to 28 days. After receiving the application and payment, its decision can take another 28 days. Missing information adds time. Follow the administrative reinstatement instructions.

Section 601AH does not set a general fixed period after deregistration within which reinstatement must be sought. Act promptly where an asset or legal claim is at risk. A bank’s opportunity to reinstate before sending funds to ASIC is a separate matter. ASIC’s bank-account guidance recommends allowing up to 60 days in that situation.

Use the Court Route Where Needed

A former liquidator or someone aggrieved by deregistration can apply to a court. This route is needed where ASIC cannot reinstate administratively, including some companies wound up before deregistration or lacking directors on reinstatement.

Ask a lawyer to handle the court application and identify its filing fees. ASIC asks for the application and supporting documents at least 28 days before the hearing. After a successful order, send the sealed original order and Form 105 to ASIC. Its court reinstatement instructions explain service and lodgement.

Reinstatement treats the company as if it continued to exist throughout the deregistered period. Review the resulting lodgement obligations and reconcile ASIC’s records. Lodge outstanding company changes and any required financial reports, then bring its ATO returns and activity statements up to date.

Pay the applicable fees and debts, and resolve ABN or GST registration needs before trading. Keep the register confirmation with the completed catch-up file.