CHAPTER 5A
-
DEREGISTRATION, AND TRANSFER OF REGISTRATION, OF COMPANIES
PART 5A.2
-
TRANSFER OF REGISTRATION
Note: This Part does not apply to a CCIV or a sub-fund of a CCIV: see Subdivision
B
of Division
9
of Part
8B.6
.
History
Pt 5A.2 amended by No 8 of 2022, s 3, Sch 2[159] (effective 1 July 2022).
SECTION 601AI
601AI
TRANSFERRING REGISTRATION
A company may transfer its registration to registration under a law of the Commonwealth, or of a State or Territory, by:
(a)
passing a special resolution resolving to transfer its registration to registration under that law; and
(b)
complying with sections
601AJ
and
601AK
.
The company may transfer its registration to registration under the law of a State or Territory only if the State or Territory is the one in which it is taken to be registered.
Note 1: Section
119A
tells you which State or Territory the company is taken to be registered in.
Note 2: In order to be registered under the State or Territory law, the company may need to amend its constitution, or adopt a new one, and the provisions of this Act (including the class rights provisions in Part
2F.2
) will apply to the amendment or adoption.
History
S 601AI amended by No 126 of 2006, s 3, Sch 1
[
26-27] (effective 1 July 2007).
SECTION 601AJ
APPLYING TO TRANSFER REGISTRATION
601AJ(1)
To transfer its registration, a company must lodge an application with ASIC together with:
(a)
a copy of the special resolution that resolves to change the company
'
s registration to a registration under the law of the Commonwealth or of the State or Territory; and
(b)
a statement signed by the directors of the company that in their opinion the company
'
s creditors are not likely to be materially prejudiced by the change and sets out their reasons for that opinion.
[
CCH Note:
S 601AJ(1) will be amended by No 69 of 2020, s 3, Sch 1[849], by substituting
"
the Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AJ(1) amended by No 126 of 2006, s 3, Sch 1
[
28].
601AJ(2)
The application must be in the prescribed form.
[
CCH Note:
S 601AJ(2) will be amended by No 69 of 2020, s 3, Sch 1[850], by substituting
"
meet any requirements of the data standards
"
for
"
be in the prescribed form
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
SECTION 601AK
601AK
ASIC MAKES TRANSFER OF REGISTRATION DECLARATION
[
CCH Note:
S 601AK heading will be amended by No 69 of 2020, s 3, Sch 1[851], by substituting
"
The Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
ASIC may make a transfer of registration declaration in relation to the company under this section if ASIC is satisfied that:
(a)
the application complies with section
601AJ
; and
(b)
the company
'
s creditors are not likely to be materially prejudiced by the transfer of the company
'
s registration; and
(c)
the law of the Commonwealth or of the State or Territory concerned adequately provides for:
(i)
the continuation of the company
'
s legal personality after the transfer; and
(ii)
the preservation of any rights or claims against the company (other than the right of a member as a member) that accrued while the company was registered under this Act.
[
CCH Note:
S 601AK will be amended by No 69 of 2020, s 3, Sch 1[852] and
[
853], by substituting
"
The Registrar
"
for
"
ASIC
"
(first occurring) and
"
the Registrar
"
for
"
ASIC
"
(second occurring) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AK amended by No 126 of 2006, s 3, Sch 1
[
29].
SECTION 601AL
ASIC TO DEREGISTER COMPANY
[
CCH Note:
S 601AL heading will be amended by No 69 of 2020, s 3, Sch 1[854], by substituting
"
The Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
601AL(1)
ASIC must deregister the company if:
(a)
ASIC makes a transfer of registration declaration in relation to the company; and
(b)
the company is registered under the law of the Commonwealth or of the State or Territory.
Note: Despite the deregistration, officers of the company may still be liable for things done before the company was deregistered.
[
CCH Note:
S 601AL(1) will be amended by No 69 of 2020, s 3, Sch 1[855] and [856], by substituting
"
The Registrar
"
for
"
ASIC
"
(first occurring) and
"
the Registrar
"
for
"
ASIC
"
in para (a) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AL(1) amended by No 126 of 2006, s 3, Sch 1
[
30].
601AL(2)
Sections
601AD
,
601AE
,
601AF
and
601AG
do not apply to the deregistration of a company under this section.