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  • Deregistering a company

    Before voluntarily deregistering your company, ensure the company's tax and super obligations are up to date.

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    Overview of deregistration

    A company may be deregistered:

    • voluntarily, for example after it is closed down
    • by the Australian Securities & Investments Commission (ASIC), for example for outstanding annual review fees
    • by court order, for example following amalgamation or because of winding-up.

    Once a company is deregistered, it ceases to exist as a legal entity and can no longer do anything in its own right.

    To prevent administrative deregistration of your company by ASIC, keep your contact details and obligations up to date with ASIC.

    Before voluntary deregistration

    Before you voluntarily deregister your company, you must make sure all the company's tax and super obligations are up to date.

    This includes:

    • lodging and confirming we have processed all overdue and final tax forms including
      • tax returns
      • activity statements
      • fringe benefits tax returns
      • taxable payments annual reports
    • paying all outstanding debts
    • finalising your company’s super affairs, including paying super guarantee amounts and charges
    • finalising your end of year reporting, for example if you report through Single Touch Payroll (STP)
    • ensuring a replacement trustee is appointed if you are acting as the corporate trustee of a super fund or trust
    • finalising lodgments and other obligations if the company is
      • part of a goods and services tax (GST) group
      • an income tax group
      • a partner in a partnership.

    Early income tax returns can be lodged electronically using Standard Business Reporting (SBR)-enabled software.

    After deregistration

    Once deregistered, a company ceases to exist. This means we will stop:

    • paying refunds
    • interacting with the company, including through former directors and other representatives
    • processing forms lodged after deregistration
    • enabling reporting, for example through STP.

    We will also:

    • cancel any tax forms received after deregistration
    • cancel the company's Australian business number (ABN) and all registrations, for example pay as you go (PAYG) withholding and GST
    • cancel any links the company has to registered intermediaries
    • refund credits the company was entitled to before deregistration, including to
      • the company only, where its registration has been reinstated by ASIC
      • the liquidator, where a GST credit arose after they were appointed
      • ASIC in all other cases.

    Director penalties

    Company directors may still be liable for some debts incurred before deregistration. For example, if a company does not meet its obligations, we may recover the following amounts under the director penalty regime:

    • PAYG withholding
    • net GST (including luxury car tax and wine equalisation tax)
    • super guarantee charge (SGC).

    We can disclose confidential information to a former director to help them comply with their tax obligations, for example in the case where a former director pays director penalties.

    Reinstatement of registration

    If your company has been deregistered by ASICExternal Link, you can seek advice from them regarding whether:

    • your entity's circumstances meet their criteria for administrative reinstatement
    • you must apply to the court for an order that they reinstate your company.

    Once the company is reinstated by ASIC, we will treat it as if it had never been deregistered. You can make lodgements which we will process.

    Lodgments made to us during the period of deregistration must be re-lodged by the company after reinstatement (unless there is a court order validating those lodgments).

    We may apply to reinstate a deregistered company for the purpose of pursuing outstanding liabilities owed by the company before deregistration.

    Last modified: 12 Jan 2023QC 62643