Members Voluntary Liquidation Process
We have provided below a timeline for a members’ voluntary liquidation. You don’t need to worry about the detail – at Dissolve we prepare all the documents for you and lodge them on time to ensure the fastest possible liquidation at the lowest possible fee.
Step One – Corporate Simplification Review
Conduct a comprehensive review of matters to be attended to in order to position a company or group of companies for members’ voluntary liquidation.
Step Two – Meeting of Directors
At a meeting of directors a resolution should be passed that a Declaration of Solvency be signed and that a general meeting of members be called to consider the resolutions that the company be wound up, that the assets be distributed and that a liquidator be appointed.
Step Three – Lodgment of Declaration of Solvency
The original of the Declaration of Solvency must be lodged with ASIC before the date on which a notice of meeting of members is sent out.
Step Four – Notice to Members
Members must ordinarily receive 21 days notice of the proposed meeting unless a consent to short notice is obtained from members.
Step Five – Meeting of Members
At the meeting of members the following resolutions should be passed: that the company be wound up; that a liquidator be appointed; the amount of the liquidator’s remuneration; the date when the books and records of the company can be destroyed.
Step Six – Lodgment of Resolutions
The company must lodged the resolutions with ASIC within seven days and advertise the appointment of the liquidator in the Commonwealth Government Gazette within 21 days. Usually the liquidator will also place an advertisement in the Gazette, and advertise for any creditors who have a claim against the company.
Step Seven – Other Notifications
The liquidator then notifies a long list of interested parties of the liquidation.
Step Eight – Practical Matters
The liquidator will attend to a long list of matters to finalise the affairs of the company. This will include the finalisation of tax returns, realisation of assets, payment of creditors and the distribution of surplus assets to shareholders.
Step Nine – Annual Meeting
If the liquidation continues for more than 12 months an Annual Meeting of Members must be held.
Step Ten – Finalisation
When the affairs of the company are fully wound up the liquidator will call a Final Meeting of Members giving at least one months notice. That meeting is advertised in the Gazette. The liquidator will lodge with ASIC a Final Return within seven days and a Final Liquidator’s Account of Receipts and Payments within 30 days.
Step Eleven – Deregistration
The company is automatically deregistered by ASIC three months after it receives the return for the final meeting.
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