Voluntary deregistration
A voluntary deregistration is where all members agree to it.
In a voluntary deregistration the directors have already completed the work of winding up the affairs of the corporation. All that is left to do is for all the members to agree to deregister the corporation and apply to the Registrar to complete the process.
For some corporations it can be difficult to meet the requirement for all members to agree to it.
Who can apply
A corporation, a director or member of a corporation, or a liquidator can apply to the Registrar to voluntarily deregister.
Requirements
A corporation can voluntarily deregister if all the members agree to it, and the corporation:
- is not doing business and won’t in the future
- has no assets or its assets are worth less than $1,000
- has paid all fees and penalties under the CATSI Act
- doesn’t owe money
- is not a party to any legal cases
- is not a registered native title body corporate.
If your corporation doesn’t meet these criteria, this is not an option. You may need to wind up your corporation instead.
Before you apply
All members (100%) must agree to deregister the corporation; you will need to provide evidence of this. You can pass the resolution in either of 2 ways:
- call a general meeting for all members to vote (for it to pass, every member must agree to it)
- circulate the proposed resolution – it is passed when the last member signs it.
After paying all debts and liabilities, you may need to transfer any leftover assets. This must be done in line with the winding up rule in your rule book. Most corporation rules don’t allow assets to be given to members. If you don’t have a rule in the rule book, you can transfer the assets to an organisation with similar objectives.
Hold a general meeting for members to pass a special resolution to transfer leftover assets.
If the members don’t transfer the assets to another organisation, the surplus assets will vest in the Registrar after deregistration.
How to apply
To apply for deregistration, lodge a ‘Voluntary deregistration’ form together with minutes of the meeting of the corporation at which all the members agreed to the deregistration. Only use this form if all members of the corporation agree to the deregistration.
The Registrar may ask for extra information such as:
- the current and former officers of the corporation
- evidence that the person signing the form has the authority to make the application.
Deregistration process
Once the Registrar is satisfied with the form and supporting evidence, they will take steps to complete deregistration of the corporation.
