Voluntary deregistration
What is voluntary deregistration?
Voluntary deregistration is where all members agree to it. The corporation will then cease to exist as a legal entity at the end of this process.
Who can apply for voluntary deregistration?
A corporation, director or member of the corporation, or liquidator of the corporation may apply for voluntary deregistration.
Before deregistering
A corporation needs to dispose of its assets before deregistering. ORIC cannot deregister a corporation with assets of more than $1,000.
If the corporation’s rule book doesn’t set out how to dispose of assets, corporations can hold a general meeting to pass resolutions to transfer the assets. The assets need to be transferred to a body corporate with similar objects as the corporation. The objects will be set out in the corporation’s rule book or a similar document.
What are the requirements for a deregistration application to be made?
A deregistration application will be considered by the Registrar if:
- all members of the corporation agree to the deregistration
- the corporation is not doing business
- the assets of the corporation are worth less than $1,000
- all fees and penalties due under the CATSI Act have been paid
- there are no outstanding liabilities of the corporation
- the corporation is not a party to any legal cases, and
- the corporation 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.
How do all members agree to the deregistration?
Members of a corporation need to agree to deregister the corporation, either through:
- calling a general meeting where all members vote and agree to deregister the corporation; or
- circulating a proposed resolution to deregister the corporation, effective from when the last member signs.
How to apply for voluntary deregistration?
The application for voluntary deregistration may be lodged with the Registrar, attaching the minutes of the meeting of the corporation where all members agreed to deregister the corporation. In the application, the corporation must nominate a person to receive a notice of deregistration (if it proceeds).
The Registrar may ask for additional information such as information about current and former officers of the corporation, which must be provided.
What is the procedure for deregistration?
If the Registrar is satisfied with the information provided in the application, they will provide a notice of the proposed deregistration in the Gazette.
Two months after this notice, the Registrar may deregister the corporation. The effect of deregistration means the corporation ceases to exist and all leftover property of the corporation will vest in the Registrar.
After deregistration has occurred, the Registrar will provide the applicant or nominated person with a notice of deregistration.
Voluntary deregistration checklist
| Completion | Checklist item |
Confirm that all requirements are met and submit a declaration confirming that:
| |
Confirm that all members of the corporation agree to the deregistration of the corporation through calling a vote at a general meeting or circulating a proposed resolution. For further details regarding the passing of the resolution, see the following fact sheet. | |
Lodge an application for voluntary deregistration to the Registrar supported by minutes of the meeting where all members agreed to deregister the company. | |
| Provide the Registrar with any additional information required relating to the application. This may include provision of the corporation’s accounts to evidence the corporation’s assets are worth less than $1,000 and it does not have any outstanding liabilities. | |
| The Registrar will provide a notice of the proposed deregistration in the Gazette if satisfied with all provided information. | |
| After 2 months have passed since the notice, the Registrar may deregister the corporation and provide the applicant or nominated person with a notice of deregistration. |
Common questions about property of a deregistered corporation vested in the Registrar
When a corporation is deregistered the corporation as a legal entity ceases to exist. This means if it still holds assets such as real property, leases, money, plant and equipment, vehicles etc, the corporation cannot make decisions about the sale, transfer or continue using them. Any such assets vest in the Registrar of Aboriginal and Torres Strait Islander Corporations upon the deregistration of the corporation. This means the Registrar may deal with or dispose of the property as they think fit, including the sale of the assets.
It is important that corporations ensure that at the time of deregistration, the corporation has dealt with all assets and property.
Ordinarily, no.
ORIC has no obligation to pay outstanding rates or charges in respect to a property. The responsibility of outstanding rates and charges remains with the corporation.
If ORIC sells the property, it must use the sale proceeds to settle any outstanding rates and charges (but only to the extent that sufficient funds remain to cover ORIC’s costs).
Ordinarily, no.
ORIC will not usually take physical possession of a vested property.
ORIC will not object to a council carrying out the necessary works and placing a charge over the property to secure recovery of their costs or expenses, in accordance with the relevant state or territory and local government legislation.
Any notice that must be served on the deregistered corporation can be served on ORIC at info@oric.gov.au.
ORIC does not, and cannot, accept service where a corporation is still registered. ORIC will not facilitate service on a registered corporation. A party seeking to serve a registered corporation should refer to the public Register of Aboriginal and Torres Strait Islander Corporations.
Yes. Deregistration of a corporation that owns real property does not prohibit council exercising their rights.
Any property that vests in ORIC as a result of a corporation’s deregistration remains subject to all liabilities including rates and charges imposed on the property under a law and is not exempt simply because it has vested in the Registrar.
Any notice that must be served on the deregistered corporation can be served on ORIC at info@oric.gov.au.
ORIC does not, and cannot, accept service where a corporation is still registered. ORIC will not facilitate service on a registered corporation. A party seeking to serve a registered corporation should refer to the public Register of Aboriginal and Torres Strait Islander Corporations.
ORIC has no objection to secured creditors enforcing their rights using existing remedies under the relevant state or territory legislation.
Any notice that must be served on the deregistered corporation can be served on ORIC at info@oric.gov.au.
Ordinarily, ORIC has no objection to a new trustee being recorded the owner of the property and paying the rates and charges.
If this process occurs after the corporation is deregistered, the relevant party should contact ORIC at info@oric.gov.au.
Unless rates notices are being sent to a mortgagee in possession, all rates notices of a deregistered corporation should be sent to ORIC at info@oric.gov.au.
The rates notice must clearly state the name of the deregistered corporation.
Deregistered corporation bank accounts
You should ensure all bank accounts in the corporation’s name are closed prior to deregistration.
If a corporation is deregistered and money is left in a bank account, you may lose access to that money.
Any funds left in the bank account of a deregistered corporation vests in the Registrar. Where a deregistered corporation has a bank account with a credit balance, that bank account should be immediately frozen.
ORIC recommends banks contact the deregistered corporation, advising that the bank account is frozen and has a credit balance, and provide a reasonable opportunity (up to 60 days) to reinstate the corporation.
If no response is received, ORIC should be contacted at info@oric.gov.au.
Where a deregistered corporation has a bank account with a negative balance, that bank account should be immediately closed or frozen pending closure, while the authorised deposit-taking institution undertakes relevant inquiries or exercises its rights in relation to the debt.
Where a deregistered corporation has a bank account with a nil balance, that bank account should be closed as soon as possible.
Where a deregistered corporation holds a bank account as trustee of a trust, it is a matter for the relevant bank to be satisfied of the new trustee’s appointment and to facilitate any necessary account transfer to a new trustee.