Publish Date: Feb 02, 2010
This article considers how you can close your company. There are two ways of doing this:
- applying to the Australian Securities and Investments Commission (ASIC) to voluntarily deregister the company; or
- a members' voluntary "winding up" (closing down) of a solvent company.
The availability of these two methods will depend on whether the company is carrying on a business and the size of its assets. This discussion does not address the situation of winding up a company that is in financial distress or the subject of legal proceedings.
Closing down your company may be useful for simply tidying up your affairs, saving the administrative burden of ASIC's annual review or payment of the annual company fee.
Voluntary Deregistration
This is the most straightforward way of closing your company. Under this method, the company, a director or a member applies to ASIC to deregister (and consequentially extinguish) the company on payment of a $33 fee.
However, this option will not be available to all companies. ASIC will only deregister a company if:
- all members of the company agree to deregister;
- the company is not carrying on business;
- the company's assets are worth less than $1000;
- the company has no outstanding liabilities;
- the company is not a party to any legal proceedings; and
- the company has paid all fees and penalties payable under the Corporations Act 2001 (Cth).
These criteria demonstrate that this option will only be practically open to a dormant company that all the members agree should be wound up.
Winding Up a Solvent Company
This method is more complex (and time consuming), but a more realistic option for larger businesses that still have some affairs. This method is initiated by the members of the company and requires the directors to pass a resolution that the company will be able to pay all its debts in full within the next 12 months. Commonly, a registered liquidator will be appointed to take control of the company's affairs and distribute the company's assets (although this is not strictly required in the case of a proprietary company).
Next Steps
Owing to the risk of penalties under the Corporations Act 2001, it would be prudent to seek advice from a lawyer on whether your company is eligible for the more simplified voluntary deregistration. If not, you will almost certainly require legal assistance in navigating the legal requirements of a members' winding up under the Corporations Act 2001.
Upon deregistration, all the company's assets become the property of ASIC (which include easily overlooked items like intellectual property or accounts), so it is vital that are sure you are ready to deregister the company.
Back
-
Craddock Murray Neumann Lawyers
This article provides a summary overview of the main provisions of the Retail Leases Act (NSW) 1994 as they apply to commercial retail tenants and landlords.
-
This article considers the legal basics of getting a small business loan. For this discussion, it will be assumed that the loan is to either start a new business or to buy an existing one. A business loan should also be distinguished from a "line of credit" or an "overdraft", which are generally used to address liquidity issues for an existing business.
-
Since 1 January 2011, all Australian businesses have been operating under a new, national consumer law. The Trade Practices Act 1974 (Cth) has been renamed the Competition and Consumer Act 2010 (Cth). Schedule 2 of that statute sets out the new Australian Consumer Law (ACL). The ACL replaced provisions in 20 national, state and territorial consumer laws dealing with the obligations of business and the rights of consumers when selling goods and services. There is now a single, national set of rules.
-
Litigation is an unpleasant and stressful experience for a small business to go through. Most small business owners prefer to focus on what actually makes their business grow and operate, rather than dwelling on past mistakes or analysing small administrative details. Unfortunately, being sued can often be about very little details that happened in the heat of the moment.
-
Many Australian commercial entities are partnerships and often have to deal with third parties and outside entities in the course of business. Due to the nature of the partnership relationship, when an issue of liability arises, the actions of one partner may affect the other, and it’s important to be mindful of some of the liabilities that may occur in relation to outside parties that can potentially affect all persons involved in a partnership.
-
Many Australian commercial entities are partnerships and often have to deal with third parties and outside entities in the course of business. Due to the nature of the partnership relationship, when an issue of liability arises, the actions of one partner may affect the other, and it’s important to be mindful of some of the liabilities that may occur in relation to outside parties that can potentially affect all persons involved in a partnership.
-
Claiming your piece of the ‘Australian Dream’ is becoming harder and, with more at stake than ever, buyers should be aware that it will not be always easy nor problem free. Your best defence in keeping the dream from becoming a nightmare is to simply arm yourself with the best possible information and advice.
-
This article considers how you can close your company. There are two ways of doing this, applying to the Australian Securities and Investments Commission (ASIC) to voluntarily deregister the company; or a members' voluntary "winding up" (closing down) of a solvent company.
-
Craddock Murray Neumann Lawyers
The Rudd Government has announced it will work with State and Territory counterparts to implement its response to the report of the Productivity Commission's inquiry into the market for retail tenancies.
-
On 30 June 2011 the Vocation Training and Accreditation Board (VETAB) which regulated the operation of Registered Training Organisations (RTOs) ceased operations and was replaced with a new national regulator – ASQA (the Australian Skills Quality Authority).
-
Craddock Murray Neumann Lawyers
The Chambers of Commerce have greatly assisted small businesses around the country in the last month to help them cope in the global economic crisis.
-
Anyone who has made the decision to start a business will have a myriad of considerations to take into account, and perhaps one of the most important concerns, is in relation to a commercial lease. Just like residential leases, the basic framework and approach when signing a residential lease can also be applied to commercial leases. However, there are understandably also significant distinctions as well when discussing commercial leases, and a party who is intent on entering into a commercial lease, should always aim to put important terms in writing during the negotiation period.
-
Many people assume that one company is readily interchangeable with another when they are owned by the same person. However, this is not the case and can prove downright dangerous if you assume that this flexibility will hold in times of financial stress. This article outlines some basics of the effects of incorporation and provides an example of why it pays to be precise.
-
Competition is seen as a necessity in business - almost a necessary evil - but what happens when the "necessary" becomes obsolete? There is a fine balance between competition and unfair business practices to obtain competitive advantage. Small businesses can arm themselves with information on trade practices and the rights and obligations of business to ensure they are not the targets for unconscionable conduct or misuse of market power by larger companies.
-
Debts do not just disappear when you die. Effective estate planning includes ensuring you are debt free when you die or alternatively leaving enough money behind so that your family are not left dealing with your debts.
-
Any small business owners that have dealings with the public will have to adhere to the provisions of the Australian Consumer Law (the ACL) which is set out in Schedule 2 of the Competition and Consumer Act 2010 (the Act). With the introduction of the ACL, a regime of consumer guarantees have been implemented which deals with title, sale by description, acceptable quality, fitness for disclosed purposes, sale by sample or demonstration model, and consumer guarantees relating to service.
-
Contracts are a fundamental part of operating a small business. Selling goods, purchasing materials, leasing premises and employing workers all involve entering into legally binding contracts. It is important to understand the essential elements of a contract so that you can develop solid business arrangements. A solicitor can assist your business develop best practices. It is highly recommended that you consult a solicitor prior to signing any contracts so that you understand both your legal rights and your legal obligations. This is particularly the case with respect to long term agreements or where the contract involves the payment or receipt of large sums of money.
-
For small businesses, it may be either too time consuming to pursue outstanding debts or impractical to employ a collection agency (owing the size or circumstances of the debt). However, a simple strategy is to issue a formal letter of demand, which serves as both a final notice and a precursor to taking the matter to court.
-
Craddock Murray Neumann Lawyers
Information and basic questions and answers.
-
Many small businesses have come to rely on using information technology in the running of their daily operations. As it is now tax season, this would be a timely reminder for the reviewing of some of the rules regarding deductions and depreciation for IT related assets, and this article will outline some the general principles of claiming deductions or depreciation.
-
Much attention has been focused in regards to the need for a national code outlining behaviours that compromise ‘bullying’ in the workplace, as well as developing policies and procedures that addresses the problem. A Draft Code has now been released by Safe Work Australia for comment.
-
Craddock Murray Neumann Lawyers
The Australian Competition and Consumer Commission (ACCC) has announced it obtained orders from the Federal Court finding pizza oven provider Original Mama’s Pizza and Ribs Pty Ltd, misled its small business customers about the contracts by which they obtained the ovens and the terms under which their finance contracts could be cancelled.
-
With many businesses beginning to take advantage of online trading, sending goods by consignment (a legal term for having them carried by someone else) is becoming much more common for smaller businesses. The advantages of online trading are clear, especially for higher-value items that would be costly to maintain in a traditional brick and mortar retail outlet. Shipping, however, is well-established area of law with practices that date back several hundred years, and has found new everyday exposure through consumer demand for convenience, specialisation and speedy delivery.
-
Craddock Murray Neumann Lawyers
Small Business Minister Dr Craig Emerson has announced that the government will consider two new measures to simplify small business taxation and reduce small business compliance costs.
-
The Federal government has responded to the current global financial crisis in a variety of ways. Several of these measures are aimed at small business.
-
The Commonwealth Government implemented a value-added tax (known universally as the GST) in 2000 and terms such as ABN (Australian Business Number) and BAS (business activity statement) have become synonymous with small business accounting and tax. One interesting issue surrounding the GST system in Australia is that many small businesses are generally unaware of the depth of GST as a distinct area of taxation law. While most small business owners are capable of arranging their BAS filings (whether through a tax agent or on their own) a number of very complicated issues can arise when your business changes and takes a new direction.
-
t’s every small business owners’ worst nightmare when a product sold to a member of the public suffers from a ‘major failure’. All retailers want to stand behind their product and hope that their wares live up to what is guaranteed. However, there may be instances where a good suffers from a ‘major failure’, therefore, it is useful for small business owners to understand what exactly constitutes a ‘major failure’ under the provisions of the Australian Consumer Law (the ACL).
-
Craddock Murray Neumann Lawyers
A recent court decision to penalise a business over $200,000 serves as a grave warning against engaging in resale price maintenance.
-
In an increasingly interdependent world, it’s no longer a surprise that many Australian businesses conduct transactions with other businesses located internationally. Despite the fact that the sale of goods is conducted between businesses in different countries, the law of contracts still apply, but which laws?
-
Recent flooding in Queensland and other parts of Australia has highlighted the critical need for businesses to have adequate insurance coverage. Many small business owners have lost everything and will have an extremely difficult time rebuilding their operations. While assistance from the State and Commonwealth governments may help, it remains unclear if financial institutions will be lenient in enforcing their rights under finance agreements and lines of credit. In addition, many businesses have been caught out in not having sufficiently wide coverage for natural disasters and loss of stock.
-
"Made in Australia". "Product of Australia". "Australian Made". Does your business make these claims, and more importantly, can your business legally make these claims?
-
Craddock Murray Neumann Lawyers
Australian Competition and Consumer Commission Chairman (ACCC) has announced small businesses will enjoy greater protection against predatory pricing and misuse of market power, following proposed legal reform.
-
Dominic Wilson
Deciding how to settle a dispute - Choosing a process - Commencing litigation - Pre-trial procedures - Discontinuance or withdrawal - Enforcement of judgments - Costs of Litigation - Time limits - Lawyers
-
Craddock Murray Neumann Lawyers
In these difficult economic times, potential small business owners can face greater problems and barriers to starting their dream. From raising capital to securing customers, 2009 has been a challenging year. In this context it is important to make the most strategic and practical entry into the small business world.
-
In July 2010, the Australian Securities and Investments Commission (ASIC) will assume responsibility for regulation of consumer credit under the National Consumer Credit Protection Act 2009 (Cth) (NCCPA). This initiative removes the States' jurisdiction over consumer credit and attempts to create a licensing system that broadly mirrors similar ASIC licensing regimes (such as Australian financial services licences).
-
Craddock Murray Neumann Lawyers
Federal Small Business Minister, Craig Emerson, says a review by the NSW Government that could result in the removal of unnecessary occupational licences would make the State more attractive to qualified people from interstate.
-
Parental leave, whether paid or unpaid, maternity or paternity, is an important issue within small businesses. Especially in light of the Government Paid Parental Leave 2010 scheme.
-
Recent events regarding the abuse of privacy in the UK, namely the News of the World scandal and its subsequent closure, have prompted a wider debate about privacy and privacy legislation in Australia. To date, The Privacy Act exempts businesses with an annual turnover of $3 million or less. Telecommunications service providers, however, do have obligations under the Telecommunications Act, with regards to the use and disclosure of information, but this does not address issues such as collection and storage of personal information. In general, small businesses, are exempt.
-
Recent events regarding the abuse of privacy in the UK, namely the News of the World scandal and its subsequent closure, have prompted a wider debate about privacy and privacy legislation in Australia. To date, The Privacy Act exempts businesses with an annual turnover of $3 million or less. Telecommunications service providers, however, do have obligations under the Telecommunications Act, with regards to the use and disclosure of information, but this does not address issues such as collection and storage of personal information. In general, small businesses, are exempt.
-
Recent events regarding the abuse of privacy in the UK, namely the News of the World scandal and its subsequent closure, have prompted a wider debate about privacy and privacy legislation in Australia. To date, The Privacy Act exempts businesses with an annual turnover of $3 million or less. Telecommunications service providers, however, do have obligations under the Telecommunications Act, with regards to the use and disclosure of information, but this does not address issues such as collection and storage of personal information. In general, small businesses, are exempt.
-
As the importance of the internet grows, many businesses and individuals are increasingly seeking to create an online presence via a website. Furthermore, it’s also understandable that you’d want to create a website that is attractive, and if it’s a design that is unique and original, it may unfortunately be prone to be copied. Therefore, the question that should be asked is: Are website designs protected by copyright?
-
The ACCC is urging businesses to make customers aware of the total cost of goods and services, following amendments to section 53C of the Trade Practices Act 1974.
-
Craddock Murray Neumann Lawyers
A new discussion paper has tackled major concerns in the retail tenancy market amongst small and medium businesses.
-
As a small business owner, it’s not unusual to encounter situations when the burden of a legal problem or paperwork creates stress and a desire to quickly remove the issue. However, there are important benefits or savings you may be missing out on in seeing these situations as mere annoyances.
-
Craddock Murray Neumann Lawyers
The general rule is that everyone should be able to enforce their rights in the Courts – poverty should be no bar to justice.
-
So, you've done your sums and performed some market research and decided to take the plunge and start an online business. Good for you! However, now is the time for you to start considering the legal issues in setting up and running your online store, and this article will aim to give you the low down on what you need to think about legally, and how you can go about solving these issues.
-
-
Several proposed legislative changes from the 2010 budget will have an impact on small businesses. Proposed changes are expected to come into effect on 1 July 2010.
-
Replacing "Work Choices", The Fair Work Act 2009 came into effect on 1 July 2009. Provisions relating to the National Employment Standards and Modern Awards will come into effect on 1 January 2010.
-
Craddock Murray Neumann Lawyers
The month of May marks the start of Privacy Awareness Week, a program to promote awareness of privacy rights and responsibilities in the workplace. So how do privacy and the Privacy Act affect your small business?
-
Craddock Murray Neumann Lawyers
Up to 1.3 million small businesses will get relief on their tax bills with the Federal Government cutting the December quarter tax instalment by 20 per cent.
-
Craddock Murray Neumann Lawyers
Small business conditions have remained moderate while labour costs have risen, according to a recent survey by the Australia Chamber of Commerce and Industry (ACCI).
-
Craddock Murray Neumann Lawyers
As the global financial crisis continues to take its toll, The Australian Chamber of Commerce and Industry (ACCI) expressed concern at the availability of credit to small businesses.
-
When starting your own business there are a number of matters that need to be taken into account on a personal level, however, if you plan on hiring staff, there’ll certainly be a number of additional layers of consideration, and superannuation (super) being one of them. Employers are required under the Superannuation Guarantee (Administration) Act 1992 (Cth) (the Act) to make payments known as super guarantee contributions, or concessional contributions, the moment an employee works for the business.
-
This article focuses on the potential risks (and benefits) of social media. The law in this field is unclear, although this article attempts to present social media as merely a more developed form of communication over the Internet.
-
Many businesses including small businesses have embraced social networking sites as a way to market their products and services. Facebook fan pages are often a popular choice, enabling members of the public to post comments about a product or service.
-
It’s fair to say that e-commerce has grown exponentially over the past few years, and many businesses may be considering some form of online shopping services in their retail offerings. Before initiating an e-commerce strategy, there are a number of basic guidelines that need to be followed for any person wishing to conduct business related transactions on the internet.
-
Many people who start businesses, usually don’t begin with grandiose intentions of creating a massive corporation, but rather, are more likely to start a small business that is either a sole enterprise, or partnership. Although, it would be lovely to imagine that the little business we start, will turn out like Apple – which began life as a partnership. However, most people would be satisfied just to have a business to call their own, and a good starting point is either as a sole trader or in a partnership with other people.
-
Craddock Murray Neumann Lawyers
Each lot owner in a strata plan is required to pay levies (usually due quarterly) which make up the administrative fund and sinking fund of the strata scheme.
-
With the end of the financial year, now is the time for many people to start afresh and get their businesses in order. As part of completing an end of year return, it is timely to consider your record keeping obligations under Australia's tax laws.
-
Craddock Murray Neumann Lawyers
The Australian Chamber of Commerce and Industry ("the ACCI") has told the Productivity Commission that it needs to revise the proposed paid parental leave scheme to take direct costs off employers and small business.
-
Khaled Metlej
Jireh International Pty Ltd v Western Export Services [2011] NSWCA 137.
-
In recent years, online shopping has exploded in popularity, with many Australians taking advantage of the strong local dollar and the ease of making purchases online. As a result of consumers doing more shopping on the internet, small businesses may have begun to consider the viability of establishing an e-commerce presence. And as new technologies change the way people purchase products, it is essential that the law adapts to the changing environment by enacting legislation that both encourages businesses to adopt an e-commerce strategy, whilst still protecting consumers. As a result, a uniform legislative regime operates across all Australian states and territories, which applies to both electronic and face-to-face commercial transactions, equally.
-
The interest in all things food related has taken off in the past few years and many people may wish to venture out on their own and start some food related business of their own. Some will take the restaurant route while others who are adept at making a particular product, may find themselves mass producing something that may wind up being sold in a major supermarket chain. That’s when things get interesting because all of the sudden, the product will need to have a label, not to mention whether or not it will have a ‘best before’ or a ‘use by’ date. The body, Food Standards Australia New Zealand (FSANZ) have Codes in place that states that labels must be accurate and not misleading.
-
Craddock Murray Neumann Lawyers
Unions have struck out against the revised unfair dismissal laws announced by Workplace Relations Minister, Julia Gillard, under the new Forward with Fairness laws taking effect next July.
-
One of the issues that some small business owners may face is the reality that contractual disputes may arise either between a supplier, customer or another party with whom you share a contractual relationship with through your various business dealings.
-
Many people dream of leaving their day jobs to start their own business at home because what’s not to love? You get to set your own work plan, manage your hours and avoid the morning traffic!
-
Predatory pricing is unlawful under s 46(1) of the Trade Practices Act 1974. This prohibits businesses that have substantial market power from using that power to eliminate or damage a competitor. It also prohibits preventing a person from entering a market, or deterring or preventing a person from engaging in competitive conduct in a market.
-
Small businesses should be aware, that with the introduction of the Australian Consumer Law (the ACL) affords the public a broader range of protections, as well as requiring both corporations and “persons” to provide goods and services which are of a requisite standard. The ACL has replaced the Trade Practices Act 1974 (the TPA), and although the new Act mirrors many of the provisions under the TPA, the ACL has also included implied conditions of quality and fitness in relation to consumer transactions and now enjoy statutory guarantees under the ACL.
-
Craddock Murray Neumann Lawyers
A brief list of advantages and disadvantages for both Debtors and Creditors.
-
For most small businesses, contracts are part of everyday life. Whether selling goods, purchasing materials, employing staff, negotiating and signing on arrangements with customers, clients and providers, it is important to understand contracts and their implications for establishing best practice and solid business agreements. It is imperative to become familiar with the essentials of contracts, and to consult your solicitor before signing anything.
-
People often think of debt collectors as professional bullies or “stand-over” men who break debtor’s arms to make them pay.
Whilst these methods might occasionally be effective, they are usually highly illegal, and no self-respecting business would ever want to be associated with these sorts of tactics.
|
|
Book
An Appointment
Make an Enquiry
|