Deregistration Of Companies: ASIC Compliance Guide

Deciding to close a company is a big step. Doing it properly matters just as much as setting it up the right way in the first place.

If your company has stopped trading, or the directors and shareholders have agreed to close it, you’ll generally need to apply to the Australian Securities and Investments Commission (ASIC) to deregister the company. Once deregistered, the company ceases to exist as a legal entity in Australia.

In this guide, we’ll walk you through how ASIC deregistration works, the eligibility criteria, fees and timing, what happens to assets and debts, how reinstatement works if you need to bring a deregistered company back, and common compliance traps to avoid.

Every business is different, so if you’d like tailored support, we’re here to help you navigate the process confidently.

What Is Company Deregistration With ASIC?

Company deregistration is the formal process of removing a company from the register maintained by ASIC (the government body that regulates companies). When a company is deregistered, it stops existing as a legal “person”. It can’t trade, own assets, sue or be sued, or enter contracts in its own name.

Deregistration can happen in two ways:

• Voluntary deregistration – you apply to close the company because it’s no longer needed and meets ASIC’s criteria.
• ASIC-initiated deregistration – ASIC may deregister a company on its own initiative, commonly for non-payment of annual review fees, failure to respond to correspondence, or indicators that the company is no longer carrying on business.

It’s also important to understand that deregistering with ASIC is separate to finalising your tax and registrations with the Australian Taxation Office (ATO). You’ll typically need to complete both processes when winding up your affairs.

Voluntary Deregistration: Are You Eligible And What’s The Process?

Not every company can be voluntarily deregistered straight away. ASIC requires the company to meet specific criteria to make sure there are no loose ends that could harm creditors, employees or customers.

Eligibility Checklist

To apply for voluntary deregistration, ASIC requires that:

• All members (shareholders) agree to deregister.
• The company is not carrying on business.
• The company’s assets are worth less than $1,000 in total.
• The company has no outstanding liabilities (including tax, supplier invoices, loans, unpaid employee entitlements, superannuation, or lease obligations).
• The company is not a party to any legal proceedings.
• The company is not under external administration and is not subject to a current winding up process.

Being a trustee does not automatically make a company ineligible, but it adds complexity. You’ll need to make sure the trust is properly dealt with and that the company holds no remaining trust assets or liabilities before you apply. For background on how trusts interact with companies, see our overview of trusts in Australia.

Tax note: this guide focuses on company law. Before making decisions about closing your company, it’s wise to get advice from your accountant or a registered tax agent on tax lodgements, capital gains, GST and final payroll obligations.

Step-By-Step: How To Deregister

1) Close Out Business Activities And Settle Obligations

Stop trading, issue final invoices, collect receivables, and pay all outstanding debts. Terminate or novate contracts and leases. If you’re ending ongoing agreements, a Deed of Termination is often the cleanest way to record that the parties have no further claims against each other.

If you have employees, ensure you provide final pays, superannuation and any accrued leave entitlements. Our Employee Termination Documents Suite can help you handle the process consistently and fairly.

Also consider personal exposure: if directors or owners have signed personal guarantees for supplier accounts, loans or leases, closing the company does not automatically release those guarantees. Speak with the other party to confirm how they’ll be dealt with.

2) Finalise Tax And Registrations

Work with your accountant to lodge final tax returns and business activity statements, reconcile payroll and superannuation, and cancel any tax registrations that are no longer needed (for example, GST or PAYG withholding) once your obligations are complete.

It’s common to need some “wrap up” time here. Keep records of payments and clearances – you may need to confirm with ASIC that liabilities are settled.

3) Make Sure No Assets Are Left In The Company

Transfer or distribute any remaining assets (including cash balances under $1,000) in accordance with the Corporations Act and your company’s constitution. Bank accounts should be closed before you apply.

If the company has been acting as a trustee, ensure there is no trust property still held by the company. Property held on trust is treated differently on deregistration, which we explain below.

4) Apply Using ASIC Form 6010

Once you’re confident the eligibility criteria are met, you can apply to ASIC for voluntary deregistration using Form 6010 (Application for voluntary deregistration of a company). You can lodge this online.

There is a single ASIC deregistration fee (indexed annually). There is no separate Gazette publication fee. You’ll need to pay any overdue annual review or late fees before ASIC will approve deregistration.

5) Wait For Notice Of Deregistration

ASIC will publish a notice of the proposed deregistration. If no valid objections are received and ASIC is satisfied the criteria are met, ASIC will deregister the company. Keep the notice for your records.

What If You Don’t Meet The Criteria?

If the company has assets worth more than $1,000, liabilities, or ongoing disputes, you may need to consider a formal winding up instead of voluntary deregistration. For solvent companies that need a structured wind-up (for example where assets exceed $1,000 or you’re distributing surplus funds), a members’ voluntary winding up is often the right pathway. If the company is insolvent (can’t pay its debts as and when they fall due), a creditors’ voluntary winding up or voluntary administration may be appropriate. These are more involved processes and you should obtain professional advice before proceeding.

What Happens When A Company Is Deregistered?

Deregistration has significant legal effects. In short, the company stops existing at law.

• Company ceases to exist: it can’t trade, own property, sue or be sued, or enter contracts.
• Property vests: property of a deregistered company generally vests in ASIC or the Commonwealth. Importantly, trust property is treated differently – property that the company held on trust vests in the Commonwealth, not in ASIC. This is a key reason to ensure no trust property remains when you apply.
• Bank accounts: should be closed before you apply. If left open, balances may be captured by vesting rules.
• Legal proceedings: current proceedings involving the company end, and new proceedings cannot be commenced unless the company is reinstated.

For practical wrap-up tasks like notifying banks and utilities that you’re closing, you may find a simple Authority to Act form helpful to streamline communications with third parties.

What If ASIC Deregisters Your Company Without You Applying?

ASIC may move to deregister a company if it believes the company is no longer operating or hasn’t met core obligations. Common triggers include non-payment of the annual review fee, failure to respond to ASIC notices, or mail returned from an invalid registered office address.

If ASIC deregisters the company while there are still assets, debts or ongoing matters, it can create complications. For instance, you may be unable to deal with bank accounts or property until the company is reinstated, and property may have vested in ASIC or the Commonwealth in the meantime.

The best way to avoid accidental deregistration is to keep your details current and stay on top of ASIC timelines. If your officeholders change or your address is outdated, lodge the changes promptly (for example, using the processes covered in our guide to ASIC Form 484).

Can A Deregistered Company Be Reinstated?

Yes. There are two main pathways:

• ASIC administrative reinstatement: available in certain circumstances, usually where ASIC initiated deregistration and you fix the underlying issue (for example, pay outstanding fees or update details). ASIC can reinstate the company administratively.
• Court-ordered reinstatement: if administrative reinstatement isn’t available (for example, you voluntarily deregistered and now need to revive the company to recover assets), you can apply to a court for orders that ASIC reinstate the company.

When a company is reinstated, the law generally treats it as if it had not been deregistered. However, you may still need to take steps to recover property that vested and to deal with any actions taken during the period of deregistration. It’s wise to seek legal help here, as the process can be technical.

Key Compliance Issues To Check Before You Apply

Before you lodge Form 6010, run through this short compliance checklist. Getting this right upfront avoids delays and objections.

• Employees: make final payments, superannuation and entitlements. Provide required documents and keep records. If you’re wrapping up multiple exits, using a consistent pack like an Employee Termination Documents Suite helps you stay compliant.
• Contracts and leases: end or transfer agreements properly, ideally with a signed Deed of Termination so each party’s obligations are clear going forward.
• Assets: sell, transfer or distribute any remaining assets so nothing is left in the company when you apply. Remember the vesting rules described above, particularly for any property held on trust.
• Debts and guarantees: pay all liabilities (including ATO debts, supplier accounts, loans and rent). Consider any personal guarantees given by directors or owners and obtain written releases where possible.
• Company records: keep copies of minutes/resolutions approving deregistration, final accounts, tax lodgements and clearances. If your constitution sets out winding-up steps, follow them.
• Trusts: if the company acted as trustee, ensure the trust has been properly dealt with and no trust assets or liabilities remain. Our guide to trusts is a helpful primer.

Fees, Timing And Practical Tips

ASIC Fees

There is a single fee payable to ASIC for voluntary deregistration. The amount is indexed and updated annually by ASIC. There is no separate charge for publishing the notice of proposed deregistration (no Gazette publication fee).

Importantly, you’ll need to pay any outstanding annual review fees and late fees before ASIC will approve your application.

Timeframes

After you apply, ASIC publishes a notice of proposed deregistration. If no objections are received and ASIC is satisfied the criteria are met, deregistration will proceed. The overall timing typically spans a couple of months, but this can vary.

Can You Leave A Company Dormant Instead?

Leaving a “dormant” company in place might sound simpler, but it still attracts ongoing ASIC obligations, such as annual reviews and fees. If those aren’t met, ASIC can move to deregister the company anyway, potentially at a time that is less convenient for you.

If you’re genuinely finished with the company, a proactive voluntary deregistration usually provides a cleaner, lower-risk exit.

When To Consider Professional Help

While many straightforward closures can be handled in-house, it’s sensible to get advice where there are employees, leases, multiple creditors, trust assets, disputes, or complex asset distributions. A short consult can save a lot of time and uncertainty, and ensure your documents (for example a termination deed or settlement document) are enforceable. If you’re weighing up options like a members’ voluntary winding up versus deregistration, get guidance early.

Which Documents Should You Prepare Before Deregistering?

Good paperwork makes deregistration smoother and reduces the likelihood of objections or follow-ups. Consider preparing the following:

• Board and shareholder resolutions: formally approving the decision to cease trading and apply for deregistration.
• Final accounts: showing that liabilities are paid and assets dealt with.
• Deeds to finalise relationships: for example, a signed Deed of Termination to end key contracts, or a settlement deed where there have been disputes (see our guide to Deeds of Release and Settlement).
• Employee records: termination letters, final payslips, and calculations for leave and superannuation.
• Tax lodgements and clearances: keep evidence of final BAS, payroll reconciliations and tax returns.
• Updated company details: ensure ASIC records are accurate before you apply; if not, use the relevant processes (such as those covered by Form 484).

If your company has a more complex structure (multiple shareholders or special share classes), your constitution and any Shareholders Agreement may set out decision-making steps or distribution rules to follow during a wind-down.

Key Takeaways

• Deregistering a company with ASIC formally ends the company’s legal existence; it’s not enough to simply stop trading.
• To apply for voluntary deregistration, the company must meet strict eligibility criteria, including assets under $1,000, no liabilities, and no legal proceedings.
• Close out business properly first: end contracts with a clear document, finalise employee entitlements, and complete tax lodgements with your accountant.
• There is a single ASIC deregistration fee and no separate Gazette fee; outstanding review fees must be paid before approval.
• On deregistration, company property vests in ASIC or the Commonwealth, and trust property is treated differently - ensure no trust assets remain before you apply.
• If ASIC deregisters your company unexpectedly, administrative or court-ordered reinstatement may be possible, but it can add cost and delay.
• If the company can’t meet the voluntary deregistration criteria, consider a formal winding up and get professional advice early.

If you’d like a consultation on deregistering a company with ASIC or understanding your obligations when closing a business, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.