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Deregistration of a company can occur voluntarily, court ordered, or initiated and completed by the actions of ASIC. There are various reasons for a company to be deregistered and there are various implications and procedures that are required to be complied with. Having professional legal and financial advice from a Commercial Lawyer may be immensely useful if you need advice regarding this process.

A voluntary application to deregister the company may be lodged with ASIC by the company; a director or member of the company; or a liquidator of the company. The unanimous consent of all members is required but a resolution of the general meeting is not required. Since all members are agreeing to the deregistration, no directors' resolution would be required. The members' consensus should be recorded in the minute book. The most common reason for deregistering a company is due to no longer carrying a business which is characterised by a lack of any profits, failure to lodge documents or returns with ASIC or hold any meetings would be sufficient evidence to conclude that the company is not carrying on business. It is essential to value assets, resolve any outstanding liabilities then complete an application for voluntary deregistration of a company. Proper legal advice in from a Commercial Lawyer may be beneficial for the deregistration course of action.

ASIC may decide to deregister a company if it has not received any documents for the last 18 months because it concludes that the company is not carrying on business; or alternatively in certain circumstances where the company is being wound up, or if a review fee has not been paid in full at least 12 months after the due date for payment or where the court orders deregistration. ASIC may deregister the company if the company's annual return is at least 6 months late; the company has not lodged any other documents in the last 18 months; and ASIC has no reason to believe that the company is carrying on business. Proper legal advice from a Commercial Lawyer may be advantageous in respect to deregistration of a company. 

ASIC may deregister the company if the company is being wound up and ASIC has reason to believe that the liquidator of the company is no longer acting; the company's affairs have been fully wound up and a return that the liquidator should have lodged is at least 6 months late; or the company's affairs have been fully wound up and the company either has no property or insufficient property to cover the costs of obtaining a court order for the company's deregistration. Obtaining proper legal advice from a Commercial Lawyer may be greatly beneficial to fully understand deregistration of companies.

If ASIC decides to deregister a company it must give notice of the proposed deregistration to the company, the company's liquidator (if any), the company's directors; on the ASIC database; and publish notice of the proposed deregistration in the prescribed manner, that is, the insolvency notices website maintained by ASIC. After the expiration of 2 months since the notice is published on the insolvency notices website maintained by ASIC, ASIC may then deregister the company. Also, ASIC must deregister a company if the court orders deregistration of the company under reconstruction and amalgamation of bodies, release of liquidator or following a winding up. ASIC must deregister the company if 3 months have passed since the company's liquidator lodged a return under s 509 and no order under has been made during that period. The effect of deregistration, is the company ceases to exist but despite the deregistration, officers of the company may still be liable for things done before the company was deregistered. If there is any remaining property of the company, it vests in ASIC or the Commonwealth. The books of the company must be held by its last director(s) for 3 years from the date of dissolution. The common factor in all procedures for the deregistration of a company is for a notice to be published in the Gazette. The notice allows 3 months for interested parties to show cause as to why the company should not be deregistered.  Holistic and sound legal advice in from a Commercial Lawyer may be of great utility in deregistration of a company.

If you would like further information or wish to discuss your company deregistration matter with us please do not hesitate to contact us by telephone on (02) 9233 4048 or by email to info@navado.com.au. 

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