Highlights

  • The corporate trustee must remain in place through the entire SMSF wind-up process; it cannot be deregistered first.
  • If ASIC deregisters the company while assets remain, those assets vest in the Commonwealth automatically.
  • Three options exist after wind-up: keep the company active, change it to a special purpose company, or voluntarily deregister it.
  • Voluntary deregistration via ASIC Form 6010 should be lodged at least two weeks before the annual review fee falls due.

An SMSF with a corporate trustee presents a sequencing challenge at wind-up: the company must stay in place while the fund is being closed, but once the fund is gone, the company itself needs a decision. Letting it lapse through inaction carries a risk of assets vesting in the Commonwealth.

The Corporate Trustee Must Outlive the Fund Temporarily

The corporate trustee company must remain registered and operational throughout the SMSF wind-up process. The company provides the legal framework through which assets are held, transferred, and the final return is lodged. Attempting to deregister the company before the wind-up is complete creates a gap in the fund's governance and may invalidate the closure process.

If ASIC deregisters the company for any reason, including failure to pay the annual review fee, while the fund still holds assets, those assets automatically vest in the Commonwealth. Recovering assets from the Commonwealth after this occurs is a complex and time-consuming process. Trustees must ensure the company stays registered until the fund's affairs are fully concluded.

Three Options After Wind-Up

Once the SMSF has fully wound up, the corporate trustee has three futures. First, the company can be kept active for other purposes, such as acting as trustee for a family trust or for general business use. Second, the constitution can be changed using ASIC Form 484 to convert it into a special purpose company, which carries a lower annual ASIC fee. Third, the company can be voluntarily deregistered using ASIC Form 6010.

Voluntary Deregistration Requirements

To voluntarily deregister using Form 6010, all shareholders must agree, the company must have stopped trading, its assets must be worth less than $1,000, and it must have no outstanding liabilities or legal proceedings. Form 6010 should be lodged with ASIC at least two weeks before the annual review fee becomes due to avoid being charged for a further year and to simplify the process.