Deregistering a company

April 18, 2024

Before deregistering a company, there are several important steps you should take to ensure that the process is carried out correctly and legally. Here are some of the key things you should do:

1. Notification: You should inform all stakeholders such as shareholders, employees, creditors (including financiers such as banks), and customers about the proposed deregistration and the reasons behind it.
2. Licenses/Registrations: Cancel any licenses, permits, or registrations that are held by the company with government bodies or authorities. For example, if the company holds a livestock brand, registered business name or owns registered motor vehicles.
3. Liabilities: Ensure that all debts, tax obligations, and outstanding payments have been paid. If the company owes money to the Australian Taxation Office (ATO), you should contact them to make arrangements for payment.  You should undertake a search of the Personal Property Securities Register to ensure that there are no security interests registered against the company. If there are, you need to contact these creditors and arrange for their release prior to the company’s de-registration.
4. Assets: Assets should be distributed among shareholders or transferred to another company (ensuring that this distribution or transfer of assets complies with the company’s constitution).  Remaining assets cannot exceed $1,000 at the time of the company’s de-registration.
5. Company acts as trustee: If the company is appointed the trustee of a trust, ensure that a new trustee is appointed before the company is de-registered.
6. Tax return: The company must lodge a final tax return with the ATO and pay any outstanding tax liabilities.
7. Seek professional advice: It is recommended to seek professional advice from a lawyer, accountant or a registered liquidator before deregistering the company to ensure that all legal requirements are met.

Once all these steps have been completed, you can apply to deregister the company through the Australian Securities and Investments Commission portal (ASIC).

We have recently been faced with a number of companies which were deregistered prematurely. This meant that we then had to deal with the following still in the name of that deregistered company: land titles, shares in other companies and personal property security registrations.  It is much simpler and cost effective to deal with these types of issues before deregistration.

For more information on the process of de-registering a company, or assistance in completing the de-registration progress, please contact a member of our Business Services team.