Notice Of Intent To Dissolve Template for Australia

When you decide to close your Australian company, you'll need to prepare a Notice of Intent to Dissolve to formally begin the voluntary deregistration process. This legal document serves as your official declaration to ASIC and other stakeholders that your company intends to cease operations permanently and be removed from the Australian companies register.

When do you need this document?

You need a Notice of Intent to Dissolve when your company has completed its business purpose, is no longer trading, or you've decided to cease operations permanently. This applies to small proprietary companies, dormant companies that haven't traded for years, holding companies that no longer serve their purpose, or businesses that have been wound up and are ready for deregistration. The document is essential when you want to avoid ongoing ASIC fees and compliance obligations for an inactive company.

Key legal considerations

Your company must meet strict eligibility criteria before filing this notice. You need unanimous director approval or majority consent depending on your company's constitution. The company must have no outstanding liabilities to creditors, employees, or government agencies including the ATO. All assets must be distributed or disposed of, with only minimal assets remaining (typically under $1,000). You must ensure all tax obligations are settled and obtain tax clearance from the ATO. Any legal proceedings involving the company must be concluded, and all regulatory obligations must be current. Directors remain personally liable for any undisclosed debts or obligations discovered after deregistration.

Legal requirements in Australia

Under the Corporations Act 2001, specifically section 601AA, your company must satisfy stringent deregistration criteria. You must lodge the notice with ASIC and pay the required fee, currently set at $50 for most companies. The notice triggers a two-month waiting period during which creditors or other interested parties can object to the deregistration. You must publish the notice in a local newspaper or on ASIC's published notices website if your company has been trading or holds property. ASIC will conduct final checks to ensure compliance with the Fair Work Act 2009 regarding employee entitlements and the Income Tax Assessment Act 1997 for tax obligations. The company remains subject to all legal obligations until ASIC formally completes the deregistration process and issues a certificate of deregistration.