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  • Deregistering a company

    If you are voluntarily deregistering your company, consider the below information to guide you through the process.

    On this page:

    Overview of deregistration

    A company may be deregistered either:

    • 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 as a result 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.

    Note: 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 superannuation obligations are up to date.

    This includes:

    • lodging all overdue and final taxation forms, including
      • tax returns
      • activity statements
      • fringe benefits tax returns
      • taxable payments annual reports
    • paying all outstanding debts
    • finalising your company’s superannuation affairs, including paying superannuation 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 superannuation fund or trust
    • finalising lodgments and other obligations if the company is either
      • part of a goods and services tax (GST) group
      • an income tax (IT) group
      • a partner in a partnership.

    After deregistration

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

    • pay refunds to a deregistered company
    • interact with a deregistered company, including through former directors and other appointed representatives
    • process forms lodged for a deregistered company (forms lodged after deregistration are invalid)
    • enable reporting for a deregistered company, for example, through STP.

    Additionally, upon deregistration, we will:

    • cancel any taxation 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, to which the company was entitled prior to deregistration, to  
      • the company only, where its registration has been reinstated by ASIC
      • the liquidator of a company, where the company is deregistered and a GST credit arose after the liquidator was appointed
      • ASIC in all other cases.

    Note:

    Directors of a company may still be liable for some debts incurred before deregistration. For example, if a company does not meet its PAYG withholding, net goods and services tax (inclusive of Luxury Car Tax and Wine Equalisation Tax) or superannuation guarantee charge (SGC) obligations, we may recover these amounts from former directors of the company under the director penalty regime.

    We can disclose confidential information to a former director to enable them to comply with their tax obligations, for example, former directors paying director penalties.

    Reinstatement of registration

    If your company has been deregistered by ASIC, you can seek advice from ASIC regarding:

    • whether the circumstances of your entity meet the criteria for administrative reinstatement by ASIC
    • whether it is necessary for you to apply to the court for an order that ASIC reinstate your company.

    Once the company is reinstated by ASIC, we will treat the company as if it had never been deregistered. Lodgments can be made, and will be processed by us.

    Lodgments made to us during the period of deregistration will need to be re-lodged by the company upon 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.

    See also:

    Last modified: 24 Jun 2020QC 62643