Corporations Act 2001
Within 7 days after ceasing to carry on business in this jurisdiction, a registered foreign company must lodge written notice that it has so ceased.
[ CCH Note: S 601CL(1) will be amended by No 69 of 2020, s 3, Sch 1[897], by inserting " with the Registrar " after " lodge " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
601CL(2)
Where ASIC receives notice from a local agent of a registered foreign company that the foreign company has been dissolved or deregistered, ASIC must remove the foreign company ' s name from the register.
[ CCH Note: S 601CL(2) will be amended by No 69 of 2020, s 3, Sch 1[898] and [899], by substituting " If the Registrar " for " Where ASIC " and " the Registrar must cancel the foreign company ' s registration " for " ASIC must remove the foreign company ' s name from the register " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
601CL(3)
Where ASIC has reasonable cause to believe that a registered foreign company does not carry on business in this jurisdiction, ASIC may send to the foreign company in the prescribed manner a letter to that effect and stating that, if no answer showing cause to the contrary is received within one month from the date of the letter, a notice will be published in the Gazette with a view to striking the foreign company's name off the register.
[ CCH Note: S 601CL(3) will be substituted by No 69 of 2020, s 3, Sch 1[900] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601CL(3) will read:
601CL(3)
If the Registrar has reasonable cause to believe that a registered foreign company does not carry on business in this jurisdiction, the Registrar may give the foreign company a notice that:
(a) is to that effect; and
(b) informs the foreign company that, if no response showing cause to the contrary is received within 1 month from the date of the notice, the Registrar will publish notice with a view to cancelling the foreign company ' s registration.]
601CL(4)
Unless ASIC receives, within one month after the date of the letter, an answer to the effect that the foreign company is still carrying on business in this jurisdiction, it may publish in the Gazette , and send to the foreign company in the prescribed manner, a notice that, at the end of 3 months after the date of the notice, the foreign company's name will, unless cause to the contrary is shown, be struck off the register.
[ CCH Note: S 601CL(4) will be substituted by No 69 of 2020, s 3, Sch 1[900] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601CL(4) will read:
601CL(4)
Unless the Registrar receives, within 1 month after the date of the notice, a response to the effect that the foreign company is still carrying on business in this jurisdiction, the Registrar may:
(a) give the foreign company a notice informing the foreign company that, at the end of 3 months after the date of the notice, the foreign company ' s registration will, unless cause to the contrary is shown, be cancelled; and
(b) publish the notice.]
601CL(5)
At the end of the period specified in a notice sent under subsection (4) , ASIC may, unless cause to the contrary has been shown, strike the foreign company ' s name off the register and must publish in the Gazette notice of the striking off.
[ CCH Note 1: S 601CL(5) will be substituted by No 69 of 2020, s 3, Sch 1[900] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601CL(5) will read:
601CL(5)
At the end of the period specified in a notice given under subsection (3), the Registrar:
(a) may, unless cause to the contrary has been shown, cancel the foreign company ' s registration; and
(b) if the registration is cancelled - must publish notice of the cancellation.]
[ CCH Note 2: S 601CL(5A) and (5B) will be inserted by No 69 of 2020, s 3, Sch 1[900] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601CL(5A) and (5B) will read:
601CL(5A)
A response by the foreign company showing cause to the contrary for the purposes of paragraph (3)(b) or (4)(a) must meet any requirements of the data standards.
601CL(5B)
However, if ASIC notifies the Registrar of its objection to the cancellation, cause to the contrary is taken to have been shown for the purposes of those paragraphs.]
601CL(6)
Nothing in subsection (5) affects the power of the Court to wind up a foreign company whose name has been struck off the register.
[ CCH Note: S 601CL(6) will be amended by No 69 of 2020, s 3, Sch 1[901], by substituting " whose registration has been cancelled under this section " for " whose name has been struck off the register " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
601CL(7)
Where a foreign company ' s name is struck off the register under subsection (5), the foreign company ceases to be registered under this Division.
[ CCH Note: S 601CL(7) will be repealed by No 69 of 2020, s 3, Sch 1[902] (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
601CL(8)
If ASIC is satisfied that a foreign company ' s name was struck off the register as a result of an error on ASIC ' s part, ASIC may restore the foreign company ' s name to the register, and thereupon the foreign company ' s name is taken never to have been struck off and the foreign company is taken never to have ceased to be registered under this Division.
[ CCH Note: S 601CL(8) will be substituted by No 69 of 2020, s 3, Sch 1[903] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601CL(8) will read:
601CL(8)
If the Registrar is satisfied that a foreign company ' s registration was cancelled as a result of an error on the Registrar ' s part, the Registrar may reinstate the foreign company ' s registration. On reinstatement, the foreign company is taken never to have ceased to be registered under this Division.]
601CL(9)
A person who is aggrieved by a foreign company ' s name having been struck off the register may, within 15 years after the striking off, apply to the Court for the foreign company ' s name to be restored to the register.
[ CCH Note: S 601CL(9) will be substituted by No 69 of 2020, s 3, Sch 1[903] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601CL(9) will read:
601CL(9)
A person who is aggrieved by the cancellation of a foreign company ' s registration may, within 15 years after the cancellation, apply to the Court for the registration to be reinstated.]
601CL(10)
If, on an application under subsection (9), the Court is satisfied that: (a) at the time of the striking off, the foreign company was carrying on business in this jurisdiction; or (b) it is otherwise just for the foreign company ' s name to be restored to the register;
the Court may, by order:
(c) direct the foreign company ' s name to be restored to the register; and (d) give such directions, and make such provision, as it thinks just for placing the foreign company and all other persons in the same position, as nearly as practicable, as if the foreign company ' s name had never been struck off.[ CCH Note: S 601CL(10) will be substituted by No 69 of 2020, s 3, Sch 1[903] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601CL(10) will read:
601CL(10)
If, on an application under subsection (9), the Court is satisfied that:
(a) at the time of the cancellation, the foreign company was carrying on business interstate; or
(b) it is otherwise just for the foreign company ' s registration to be reinstated;the Court may, by order:
(c) direct the foreign company ' s registration to be reinstated; and
(d) give such directions, and make such provisions, as it thinks just for placing the foreign company and all other persons in the same position, as nearly as practicable, as if the foreign company ' s registration had never been cancelled.]
601CL(11)
On the lodging of an office copy of an order under subsection (10) , the foreign company ' s name is taken never to have been struck off.
[ CCH Note: S 601CL(11) will be amended by No 69 of 2020, s 3, Sch 1[904], by substituting " registration is taken never to have been cancelled. The lodgement must meet any requirements of the data standards " for " name is taken never to have been struck off " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
601CL(12)
Where a foreign company ' s name is restored to the register under subsection (8) or (10) , ASIC must cause notice of that fact to be published in the Gazette .
[ CCH Note: S 601CL(12) will be substituted by No 69 of 2020, s 3, Sch 1[905] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601CL(12) will read:
601CL(12)
If a foreign company ' s registration is reinstated under this section, the Registrar must publish notice of that fact.]
601CL(13)
Where a foreign company ceases to be registered under this Division, an obligation to lodge a document that this Act imposes on the foreign company by virtue of the doing of an act or thing, or the occurrence of an event, at or before the time when the foreign company so ceased, being an obligation not discharged at or before that time, continues to apply in relation to the foreign company even if the period prescribed for lodging the document has not ended at or before that time.
[ CCH Note: S 601CL(13) will be amended by No 69 of 2020, s 3, Sch 1[906], by inserting " with the Registrar " after " a document " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
601CL(14)
Where a registered foreign company commences to be wound up, or is dissolved or deregistered, in its place of origin: (a) each person who, on the day when the winding up proceedings began, was a local agent of the foreign company must, within the period of 1 month after that day or within that period as extended by ASIC in special circumstances, lodge or cause to be lodged notice of that fact and, when a liquidator is appointed, notice of the appointment; and (b) the Court must, on application by the person who is the liquidator for the foreign company ' s place of origin, or by ASIC, appoint a liquidator of the foreign company.
[ CCH Note: S 601CL(14) will be amended by No 69 of 2020, s 3, Sch 1[907], by inserting " with the Registrar " after " lodged " in para (a) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
601CL(15)
A liquidator of a registered foreign company who is appointed by the Court: (a) must, before any distribution of the foreign company ' s property is made, by a notice published in accordance with subsection 601CLA(1) , invite all creditors to make their claims against the foreign company within a reasonable time before the distribution; and (b) must not, without obtaining an order of the Court, pay out a creditor of the foreign company to the exclusion of another creditor of the foreign company; and (c) must, unless the Court otherwise orders, recover and realise the property of the foreign company in this jurisdiction and must pay the net amount so recovered and realised to the liquidator of the foreign company for its place of origin.
View history note
Hide history note601CL(16)
Where a registered foreign company has been wound up so far as its property in this jurisdiction is concerned and there is no liquidator for its place of origin, the liquidator may apply to the Court for directions about the disposal of the net amount recovered under subsection (15) .
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