Deregistering A Company

Why Is There A Need to Deregister?

A company remains registered as a company even after it ceases trading. While registered it is still subject to the legal requirements of a registered company, including payment of the annual review fee each year.

If you have no further use for your company and it is not in financial difficulty or insolvent, you may wish to close it down, that is deregister it.

A company ceases to exist on deregistration.

How To Deregister A Company?

Generally, there are two ways you can deregister a company:

  • Through a members’ voluntary winding-up. This is a procedure for solvent companies initiated by the company’s members and involves the orderly winding-up of the company’s affairs, the appointment of a liquidator to manage the process of realising the company’s assets, ceasing or sale of its operations, payment of its debts (if any) and distribution of surplus assets (if any) among its members.
  • By applying to us to voluntarily deregister a company assuming it meets certain legal requirements. See INFO 25 Voluntarily deregistering a company for more information.

You should seek your own independent professional advice from a Melbourne Accountant to determine which option is appropriate for your company.

Winding-Up a Solvent Company

The members of a solvent company may decide to wind-up the company under s491 of the Corporations Act 2001 (the Corporations Act).

Directors’ Declaration of Solvency

To commence a members’ voluntary winding-up, the majority of the directors must make a written declaration that they have made an inquiry into the affairs of the company and that at a meeting of directors they have formed the opinion that the company will be able to pay its debts in full within 12 months after the commencement of the winding-up. This is often referred to as a solvency declaration.

If a director makes a declaration of solvency, and it is later found that he or she did not have reasonable grounds for making the declaration, then they may face a penalty of a $8,500 or one year in jail, or both under s494 of the Corporations Act.

Special Resolution of Members

After the solvency declaration the members of the company must make a special resolution to wind up the company. All members must be given at least 21 days notice in writing of the special resolution and at the meeting at least 75% of the votes cast by members entitled to vote on a special resolution must be in favour of the resolution for it to be passed.

Notice of the resolution must be published on the Published notices website within 21 days after the date of the resolution being passed. To lodge a notice of resolution to be published on the Published Notices website, a lodging party must register to be a user of the website and enter the required information online and pay the relevant fee.

Where the company has been under no other form of external administration, the winding-up commences from the time the special resolution is passed.

Liquidating the Company

The advantage of a members’ voluntary winding-up is that the members can choose the liquidator to take control of the affairs of the company, fix the remuneration of the liquidator, and in general terms, supervise their conduct.

In the case of a proprietary company, a person who is not a registered company liquidator can carry out the liquidation.

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