The register
Six entries. The first four follow a company from closing to what can happen after; the last two are for partnerships and for the tax registrations every closing business has to settle.
Voluntary deregistration
The conditions a company has to meet to ask ASIC to deregister it, and what happens after the application.
From ASIC
Deregistration or liquidation
Which route ASIC describes for which company: small and finished, solvent, or unable to pay its debts.
From ASIC
What happens to company assets
Where property goes when a company is deregistered, and who keeps the books.
From ASIC
Reinstating a company
How a deregistered company can be put back on the register, through ASIC or a court.
From ASIC
Ending a partnership
Why partnerships dissolve, the dissolution agreement, and the state and territory Acts.
From business.gov.au and the ATO
Closing your ABN and GST
What the ATO and the Australian Business Register say to cancel, and when.
From the ABR and the ATO
Four ways a company’s registration ends
ASIC’s pages describe four ways a company’s registration can end.
Voluntary deregistration
For a company that is not doing business, has assets worth less than $1,000, owes nothing and has its members’ agreement, among other conditions. The conditions in full.
Winding up a solvent company
A company that can pay its debts as they fall due can be wound up: a liquidator sells the assets, divides the proceeds among creditors and members, and the company is then deregistered.
Winding up an insolvent company
A company that cannot pay all its debts on time has options that include voluntary administration and liquidation. Once the liquidation is complete, the company is deregistered.
When ASIC starts it
ASIC says the most common reason it deregisters a company itself is that the annual review fee has not been paid in full for at least 12 months after the due date.
How the routes compare, side by side: deregistration or liquidation.
What deregistration means
ASIC describes what normally follows deregistration:
- it stops existing as a legal entity, and can no longer act in its own right in any way;
- property it owned, other than trust property, vests in ASIC;
- property it held on trust vests in the Commonwealth, represented by ASIC;
- its former officeholders no longer have the right to deal with property in its name;
- legal proceedings it was a party to cannot be continued, so far as they relate to it, and new proceedings cannot be started against it.
The end is not always final. A deregistered company can sometimes be reinstated, and is then treated as if it had never been deregistered. See what happens to company assets and reinstating a company.
ASIC’s advice to a company that is insolvent is to get professional accounting and legal advice as soon as possible. Its own pages on winding up an insolvent company explain the options.
Partnerships end differently
A partnership is not deregistered with ASIC the way a company is. business.gov.au says a business partnership dissolves if the partners close the business or change who is in the partnership, and that each state and territory has its own partnership Act.
The ATO treats a change of partners as dissolving the old partnership and forming a new one, which needs its own tax file number and ABN, unless the change is only a technical dissolution and the partnership carries on as a reconstituted partnership. Ending a partnership, in full.
About this register
dissolution.com.au is a concept website: a guide to closing a company or a partnership, published by Dotto. It is about businesses only; ending a marriage is a different subject with different law.
Every entry is written from government pages, mostly ASIC’s, and each page lists its sources at the foot. The rules change, and a company’s own circumstances matter, so the guide describes the rules and leaves the decisions to the people involved and their advisers.