How To Deregister A Company With ASIC (Step-By-Step)

Closing a company can feel like a big decision - and it often comes at a busy (and sometimes stressful) time. Maybe the business has run its course, you’re restructuring, you’re moving on to a new venture, or the company was set up for a project that’s now finished.

Whatever your reason, it’s important to understand what it actually means to deregister a company, what you need to do before you apply, and what risks can pop up if you rush the process.

In this guide, we’ll walk you through how to deregister a company with ASIC in Australia step-by-step, in plain English, so you can approach the process with clarity and avoid common pitfalls.

What Does “Deregistration of Company” Mean (And When Does It Make Sense)?

Deregistering a company is the process of removing it from ASIC’s register. Once a company is deregistered, it generally:

• stops existing as a legal entity
• can’t trade, enter contracts, or hold assets in its own name
• can’t sue or be sued (with some important exceptions in practice)

For many small businesses, ASIC deregistration is the simplest option when the company is no longer operating and you’ve cleaned everything up properly (assets, debts, employees, tax, records).

Is Deregistering the Same as “Winding Up”?

Not always. People often use “closing a company”, “winding up” and “deregistering” interchangeably, but they can describe different legal processes.

• Deregistration is the end result (the company is removed from the register).
• Winding up / liquidation is a formal process that may be required if the company can’t pay its debts.

If your company has outstanding debts it can’t pay, deregistration may not be appropriate - and trying to deregister without properly addressing debts can create serious issues for directors.

Common Situations Where Deregistration Is a Good Fit

• The company has stopped trading and won’t trade again.
• The company has no assets (or you’ve properly distributed them).
• The company has no outstanding liabilities (including tax and employee entitlements).
• You want to reduce ongoing admin, reporting, and annual fees.

If you’re unsure whether deregistration is the right pathway, it’s worth getting advice early - the “right” choice depends on whether there are debts, disputes, or contractual obligations still on foot.

Before You Apply: A Small Business Checklist to Avoid Problems Later

From a practical perspective, the biggest delays (and headaches) usually happen before you even start the deregistration application. This is because voluntary deregistration is designed for companies that are already “clean” - no assets, no debts, no loose ends.

Here’s a checklist we commonly suggest business owners work through before lodging anything.

1. Confirm The Company Is Eligible For Deregistration

ASIC has specific eligibility requirements for voluntary deregistration. In broad terms, you should confirm the company:

• is not carrying on business
• has assets with a total value of less than $1,000
• has paid all fees and penalties payable under the Corporations Act
• is not party to any legal proceedings
• has all members (shareholders) agree to the deregistration

If the company isn’t eligible, you may need a different closure pathway (for example, a formal liquidation process).

2. Finalise Debts, Liabilities, And Disputes

Before deregistration, you’ll want to identify and resolve:

• supplier debts and invoices
• loan accounts and director loans
• lease obligations (including make-good obligations)
• customer refunds, chargebacks, warranties, and complaints
• any disputes that could become legal claims

If you’ve negotiated a settlement with a customer, supplier, or business partner, documenting it properly can be critical - for example through a Deed of Settlement.

3. Deal With Employees Properly (Final Pay, Leave, Notice)

If your company has (or recently had) employees, you’ll need to close things down in a Fair Work compliant way. Even small businesses can get caught out here - especially if the closure happens quickly.

Key items to check include:

• termination notice requirements or whether you need payment in lieu of notice
• redundancy obligations (this can depend on the business size and award coverage)
• final pay calculations, including super and allowances
• unused annual leave payouts, including annual leave on resignation

If you’re estimating costs, a redundancy calculator can be a helpful starting point (but you’ll still want to confirm the correct award, agreement, and entitlements).

And if you want a structured approach to exit documents (especially where there’s risk of dispute), the Employee Termination Documents Suite can help you formalise the process.

4. Close Out Tax And Reporting

Even if your company hasn’t traded for some time, you should make sure your reporting is up to date and consistent with your intention to close.

Depending on your circumstances, that may include:

• finalising outstanding activity statements (if applicable)
• lodging final returns (where required)
• cancelling registrations you no longer need (like GST)
• paying any outstanding tax liabilities

It’s also smart to ensure you’ve reconciled payroll, superannuation, and any contractor payments before you proceed.

Important: tax and BAS/GST steps can vary depending on your circumstances. It’s best to speak with your accountant or a registered tax agent about what needs to be lodged (and when), and how to cancel any ATO registrations appropriately.

5. Make Sure The Company Doesn’t Hold Assets

A common issue we see is that business owners assume the company has “no assets” because there’s no big equipment or stock - but the company still holds value in other ways.

Examples of assets that can be missed include:

• cash left in bank accounts
• a domain name, website, or social media accounts tied to the company
• intellectual property (branding, logos, designs, software)
• a refundable security deposit under a lease
• customer deposits being held

Before deregistration, you typically need to transfer or distribute assets appropriately. If you deregister while assets still exist, they can become difficult (and expensive) to recover later.

How To Deregister A Company: Step‑By‑Step (Practical Process)

Once you’ve done the “cleanup” work, the process to deregister a company with ASIC is usually fairly straightforward. Here’s how it typically works for a voluntary deregistration.

Step 1: Check Your Company Details And Decide Who Will Apply

Start by confirming:

• the company’s registered details are up to date (addresses, officeholders)
• you have access to the relevant online accounts and correspondence channels
• you know who will be the applicant (commonly a director or company secretary)

This sounds simple, but outdated records can delay the application or result in notices being sent to the wrong place.

Step 2: Get The Right Approvals Internally (Directors / Shareholders)

For many small proprietary companies, deregistration isn’t something a single person should do without checking internal governance.

For example:

• your Company Constitution may require certain approvals
• if there are multiple owners, a Shareholders Agreement may outline decision-making rules and who can authorise major decisions like closing down

ASIC also requires member (shareholder) agreement for voluntary deregistration - so it’s worth getting this clearly documented before you apply.

If you skip this step, you risk internal disputes later - especially where one shareholder believes the company was closed without proper authority.

Step 3: Notify Relevant Stakeholders And Close Accounts

Before lodging, it’s worth creating a clear “closure list” so nothing is missed. This often includes:

• closing the company’s bank accounts (after clearing payments)
• cancelling subscriptions and software tools
• notifying suppliers and service providers
• finalising leases, storage, and utilities
• ensuring customers have received goods/services or refunds

If you have ongoing contracts (for example, long-term service agreements), you may need to formally end them first. In some cases a Deed of Termination may be appropriate to clearly document that the agreement has ended and both sides are released from future obligations (where negotiated).

Step 4: Lodge The Deregistration Application (ASIC Form 6010)

Once you’re comfortable the company is eligible and the housekeeping is done, you can lodge the application with ASIC to deregister the company.

In practice, this usually involves:

• completing ASIC’s voluntary deregistration application (Form 6010)
• paying the relevant ASIC fee
• confirming identity/authority to apply (depending on the system prompts)

After you lodge, ASIC generally publishes a notice of the proposed deregistration. There is typically a two-month period before deregistration is finalised, during which objections can be raised (for example, by creditors or other affected parties).

Step 5: Keep Records Even After The Company Is Deregistered

Even after deregistration, you should keep key records for the legally required periods (and for practical risk management).

Records to keep include:

• financial records and bank statements
• tax lodgements and correspondence
• employment records and termination documents
• contracts, settlement documents, and key emails
• proof of asset transfers and closure steps

This is particularly important if a dispute arises later and you need to show what happened and when.

Common Traps When Deregistering A Company (And How To Avoid Them)

For small business owners, the ASIC deregistration process itself is rarely the hardest part. The risk usually sits in the “unknown unknowns” - the things you didn’t realise still existed in the company.

Trap 1: Trying To Deregister With Outstanding Debts

If your company can’t pay its debts, you should be very cautious. Deregistration is not meant to be a workaround for insolvency.

If debts exist and aren’t handled properly, creditors may take steps to pursue recovery, and in some circumstances the company can even be reinstated to deal with outstanding claims.

Trap 2: Forgetting Employee Entitlements

Employee entitlements can add up quickly - especially when you include unused leave, notice, redundancy, and super.

If you’re unsure what’s owed, it’s wise to calculate it carefully (for example, by working through calculating final pay properly) before you announce closure dates or apply for deregistration.

Trap 3: Overlooking Contracts That Don’t Automatically End

Many business owners assume contracts “just stop” if the business stops operating. But legally, contracts often continue until they end under their terms - or until you formally terminate them.

This can apply to:

• commercial leases
• equipment hire agreements
• software subscriptions with minimum terms
• service agreements with notice clauses

Review your contracts for termination clauses and notice periods before you commit to a closure date.

Trap 4: Not Considering A Restructure Or Sale Instead

Sometimes, deregistration is the right outcome - but it’s worth pausing to check whether you’re actually trying to achieve something else, like:

• moving the business into a new structure (for example, a new company)
• selling the business assets or goodwill
• exiting the business but keeping the IP for a future restart

In these situations, you may want to document transfers and ownership clearly before the company disappears from the register.

Trap 5: Closing Without Aligning Directors And Shareholders

If there are multiple directors or shareholders, a company closure can quickly become emotional - particularly if not everyone agrees on timing, asset distribution, or whether to keep the company “dormant” for future projects.

Clear written resolutions and well-kept records go a long way in preventing disputes.

Key Takeaways

• Deregistering a company is the process of removing it from ASIC’s register, and it usually works best when the company is no longer trading and has no assets or debts.
• Before applying, you should clean up liabilities, contracts, tax obligations, and employee entitlements to avoid problems later.
• A practical closure checklist includes finalising debts, properly handling employee exits, closing accounts, and ensuring the company doesn’t still hold assets (including IP and deposits).
• Internal approvals matter - your Company Constitution and Shareholders Agreement may set rules about who can approve deregistration and how decisions must be made, and ASIC also requires member agreement.
• ASIC voluntary deregistration has specific requirements (including assets of less than $1,000) and is typically lodged via Form 6010, followed by ASIC publishing a notice and a usual two-month objection period.
• Deregistering with unresolved debts or disputes can create serious risk, and you may need a different process if the company is insolvent.
• Even after deregistration, keep key business and employment records for the required periods in case issues arise later.

If you’d like help navigating company deregistration with ASIC (or working out whether deregistration is the right option for your situation), you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.