Consider this if…
- You want to stop ongoing compliance obligations for a dormant company
- You want to end your director duties for a company you no longer use
- You want to avoid an ASIC strike-off and accumulated late fees
- You want to tidy up your affairs before estate planning or finance applications
How it works
Initial consultation
We review the company's position, including its assets, debts, tax and shareholders.
At the start
Pre-closure clean-up
We work with your accountant to pay out liabilities, distribute assets and lodge final returns.
Before the application
ASIC application
We prepare the resolutions and lodge the deregistration application.
After clean-up
ASIC notice period
ASIC publishes notice of the proposed deregistration. If no one objects, the company is deregistered around two months later.
Around two months
Confirmation
We confirm the deregistration and explain which records you need to keep.
After deregistration
Fee
Quoted in writing before we start
GST inclusive
The scope, fee and expected timing are confirmed in writing before work begins.
Why deregister a company you no longer use?
Stop the ongoing compliance obligations
A dormant company still has an ASIC annual review, a solvency resolution and tax lodgements every year. Deregistration ends them.
End your director duties
While the company exists, you remain legally responsible for it as a director, even if it hasn't traded in years.
Avoid an ASIC strike-off
If you ignore the company, ASIC can eventually deregister it for you. Late fees usually accumulate first, and any assets left inside the company are then lost to ASIC.
Tidy up your affairs
Closing unused companies simplifies your tax, your estate planning and any future finance applications.
Voluntary deregistration checklist: is your company eligible?
ASIC will only deregister a company voluntarily if all of the following are true:
- All shareholders (members) agree to the deregistration
- The company is no longer carrying on business
- The company's assets are worth less than $1,000
- The company has no outstanding liabilities, including tax, employee entitlements and loans
- The company is not a party to any legal proceedings
- All ASIC fees and penalties have been paid
If your company can't meet these tests, usually because it has debts it can't pay or significant assets, a different pathway such as a members' voluntary liquidation or a creditors' voluntary liquidation may be needed. We'll tell you at the start which pathway applies to you.
What's included in our company deregistration service
- An eligibility review against the ASIC deregistration requirements
- A pre-closure checklist covering tax, assets, bank accounts, business names, leases and licences
- Shareholder and director resolutions approving the deregistration
- Preparation and lodgement of the ASIC application
- Coordination with your accountant on final tax returns and cancelling the ABN, GST and PAYG registrations
- Advice on personal guarantees, director loans and record-keeping after closure
- Confirmation when ASIC has deregistered the company
How to deregister a company with Abbots Legal
Initial consultation
We review the company's position, including its assets, debts, tax and shareholders.
Pre-closure clean-up
We work with your accountant to pay out liabilities, distribute assets and lodge final returns.
ASIC application
We prepare the resolutions and lodge the deregistration application.
ASIC notice period
ASIC publishes notice of the proposed deregistration. If no one objects, the company is deregistered around two months later.
Confirmation
We confirm the deregistration and explain which records you need to keep.
Close your company with confidence
Call (03) 9427 7641 or book a consultation to speak with a company deregistration lawyer. We'll explain your options in plain English and make sure your company is closed properly.
Frequently asked questions
We've stopped trading. Can't we just leave the company sitting there?
You can, but it rarely works out well. A company that isn't trading is still a company. The ASIC annual review continues, late fees apply if you miss it, and your legal duties as directors carry on. If you ignore it for long enough, ASIC will strike the company off itself, and anything still owned by the company at that point passes to ASIC. If you don't have a genuine plan to use the company again, a proper deregistration is cleaner and safer.
The company still owes money. Can we deregister it anyway?
No. When you apply, the directors declare to ASIC that the company has no outstanding liabilities, and making a false declaration is an offence. Debts to the ATO and to suppliers need to be paid first. Loans the company owes to you as directors can usually be repaid or formally forgiven, with your accountant's input. If the company can't pay its debts, you need insolvency advice, not deregistration. Closing a company to leave creditors behind is illegal phoenix activity, and the ATO and ASIC pursue it.
How do we get the cash, the ute and the equipment out of the company before we close it?
Everything must come out before you lodge the application. Anything the company still owns on the day it is deregistered automatically vests in ASIC, and getting it back is slow and expensive. How the assets come out matters for tax. Distributions to shareholders may be taxed as dividends. Transferring a vehicle or equipment can have tax and duty consequences. Any money you've borrowed from the company must be dealt with under the Division 7A rules. We plan this step with your accountant before anything is lodged. Keep the company bank account open until the final tax refund and any last payments have cleared.
Once the company is deregistered, are we completely off the hook?
Mostly, but not entirely. Deregistration doesn't erase the past. A creditor or the ATO can apply to have the company reinstated, and directors can still be held accountable for what happened before closure, such as insolvent trading or unpaid employee superannuation. Personal guarantees you signed for a lease, a loan or a supplier account survive the company and need to be formally released. Former directors must also keep the company's books for at least three years after deregistration, and tax records may need to be kept for longer.
Should we deregister, or keep the company dormant in case we start up again?
This depends on how likely it is that you'll use the company again. Registering a new company later is quick and straightforward, while reinstating a deregistered company is a much bigger exercise. If you have no firm plans to restart, deregistering now and starting fresh later is often the better choice. Two things to consider first. Once the company is deregistered, its name becomes available for others to register. Any business name the company holds should be transferred to you before closure if you want to keep it. If the company acts as trustee of a family trust or self-managed super fund, a new trustee must be appointed before the company can be closed.
Related services
Send an enquiry to speak with a company deregistration lawyer.
Close your company with confidence