Members' Voluntary Liquidations

We provide a fully comprehensive service for the winding up of a solvent proprietary company.

Our service includes:

  • Fully completed documentation - including all minutes, notices and ASIC Forms
  • Procedures fully orchestrated by Corp Reps
  • Lodgement of all press and gazette notices and ASIC forms

Summary of Conditions & Procedural Matters

Below is a summary of the matters which are required to be completed prior to the commencement of the liquidation process and the steps which would be taken to effect the liquidation of the company.

Corp Reps will prepare all documentation relating to the liquidation process and all advertisements and lodgements with the Australian Securities & Investments Commission would be made by us at the appropriate times.

The following conditions must exist prior to commencement of the liquidation process:

  • The company must be a proprietary company
  • The accounts of the company must have been completed to a date immediately prior to the commencement of the liquidation.
  • The assets of the company must have been fully realised and represented by cash on deposit or loans to shareholders. All external creditors must have been fully repaid and there must be no unsatisfied demands or litigation against the company.
  • All required tax returns must have been lodged with the Australian Taxation Office. A final return (if applicable) will be lodged by the liquidator for the period of the liquidation.
  • The directors must be able to execute a declaration that in their opinion the company will be able to pay its debts in full within a period of 12 months after the commencement of the winding up.
  • An officer of the company or alternatively a professional adviser must be willing to act as liquidator of the company. Note that a person who is indebted to the company or a related company, or who is a creditor of the company or a related company, in an amount exceeding $5,000, is disqualified from acting as a liquidator of the company. (Note: All documents will be prepared by us and all procedural actions will be initiated by us in the liquidation of the company.)

The following steps will be required to be taken to place the company in liquidation:

  • The directors will hold a meeting to approve the execution of a Declaration of Solvency and Statement of Assets and Liabilities (combined on Form 520) which will be signed by a majority of the directors of the company and to approve the calling of the general meeting of shareholders.
  • Corp Reps will lodge the Form 520 upon receipt with the Australian Securities & Investments Commission (ASIC). This Form must be lodged prior to the forwarding of notices calling the general meeting of shareholders.
  • Notices will be forwarded to Shareholders calling a general meeting (to be held within 5 weeks of the signing of the Form 520) to pass a special resolution to approve the winding up of the company and the appointment of the liquidator.
  • Corp Reps will lodge the Notice of Resolution (Form 205) advising of the winding up with ASIC (within 7 days of passing the resolution).

The winding up will commence from the date of passing the Special Resolution of shareholders from which time the responsibilities of the directors cease and the control of the affairs of the company rests with the liquidator.

We have a minimum fee for the winding up of most proprietary limited companies. If you wish us to quote a firm fee for the liquidation of your company please contact us .