# RATERIGHT PTY LTD — books done, company closed

Opened 2026-08-06 when Rocky said *"i need to get my company in order . get the books done and
the company closed."* That settles the open decision in `CONTEXT.md` — **wind up, not hold open.**

Built from the stored mail corpus (`data/messages/`, 4,481 messages, Jan–Aug 2026) plus what
`CONTEXT.md` already held. Every fact below carries its source. Where the corpus cannot see
something, it says so rather than guessing.

---

## The books — read off the actual statements, 2026-08-06

Rocky said the statements were on the laptop. They are. **The company bank is Airwallex**, which
is why no bank ever emailed the `rateright` mailbox and why the earlier scan found none.

> **RATERIGHT PTY LTD** · Airwallex · account `612357087` · BSB `013943`
> registered address on the statements: 457 Elizabeth Street, Level 1, Surry Hills NSW 2010

Authoritative figures, taken from the Airwallex summary boxes, not from parsing:

| period | opening | in | out | closing |
|---|---|---|---|---|
| Jul–Sep 2025 | 0.00 | 5,100.00 | 1,100.00 | 4,000.00 |
| Oct–Dec 2025 | 4,000.00 | 42,000.00 | 15,130.48 | 30,869.52 |
| Jan–Mar 2026 | 30,869.52 | 459.86 | 13,207.17 | 18,122.21 |
| Apr–Jun 2026 | 18,122.21 | 0.00 | 3,079.80 | **15,042.41** |
| **FY26 FULL YEAR** | **0.00** | **47,559.86** | **32,517.45** | **15,042.41** |

**The AUD side of FY26 is complete and reconciles exactly.** Four statements, 1 Jul 2025 to
30 Jun 2026, no gap. The Apr–Jun vendor extraction also reconciles to the cent — $3,079.80 of
$3,079.80 stated — so the detail behind the year is trustworthy, not indicative.

### The company tax return, in three lines

| | FY26 |
|---|---|
| Revenue | **0.00** |
| Expenses | **32,517.45** |
| His own money in — director loans, not income | **47,559.86** |

**A trading loss of $32,517.45 for the year, and not one dollar of income against it.**

The $459.86 that arrived via Stripe belongs in the third row, not the first: it is his own card
put through his own payment flow to prove it worked. **Tell the accountant that explicitly.** Left
unexplained, two Stripe deposits look exactly like first revenue, and a company with revenue is a
company that was carrying on business — which is a question that touches both the return and the
"not carrying on business" declaration on the deregistration form.

Four facts fall out of that, and they change the whole job:

1. **The account opened 27 September 2025.** First transaction ever is a $100 test deposit from
   MR MICHAEL ROCCO MCLOUGHLIN. **FY2025 has zero bank activity** — so there is no FY25 trading
   year to reconstruct, whatever the incorporation date says.
2. **Lifetime revenue is $0.00. The company never earned a cent.** · corrected by Rocky
   2026-08-06. The two Stripe deposits — $215.66 on 21 Jan 2026 and $244.20 on 25 Feb 2026 —
   were **him testing his own payment flow**, not customers. They read as revenue on the
   statement and are not. **Every single deposit in the account's life is his own money.**
3. **All $47,559.86 that went in is his own money, and it is a loan.** $100 + $5,000 (Sep),
   $2,000 (Oct), four $10,000 transfers across 19–27 November 2025, and the two Stripe tests. His
   own references say `DL`. **Settled 06/08 from the incorporation documents, not inferred** — the
   company only ever issued 10 shares for $100 total, and Stephen paid that. See the ASIC extract
   section below. **Taking the balance back out is a repayment of a loan.**
4. **With zero revenue the $75,000 GST registration threshold was never in sight.** He may still
   have registered voluntarily, and if he did, **nil** BAS returns are still required for every
   period. **Check myGov.** Nil returns on a non-trading company are quick, but unlodged ones
   still attract failure-to-lodge penalties.

Vendor-level spend was extracted separately and captures about 98% of the total — directional,
not for lodging. The authoritative source is the statements themselves.

## The one that costs money if it goes in the wrong order

**Do not lodge the deregistration while there is money in the company account.**

Voluntary deregistration under ASIC Form 6010 requires the company's **assets to be worth less
than $1,000**. On deregistration, any property the company still holds **vests in ASIC**. It does
not come back to the director by default — recovering it is a separate application.

**The balance was $18,122.21 at 31 March 2026. That is eighteen times the threshold.** The trap
is not hypothetical. The money comes out first, properly, on the accountant's instruction, and
the Form 6010 goes in after.

**Balance on 6 August 2026: `A$9,139.27`.** Read off the Airwallex balances screen.

There is no second wallet and there never was:

| currency | balance |
|---|---|
| **AUD** | **9,139.27** |
| USD | 0.00 |
| EUR | 0.00 |
| GBP | 0.00 |
| *Total, shown in the dashboard's display currency* | *6,417.92 USD* |

**`6,417.92 USD` was never a USD balance.** It is A$9,139.27 expressed in USD, at about 0.702 —
Airwallex displays the total in USD by default. The USD wallet holds nothing. Every earlier
reading built on that figure, including the A$23,500 guess and the A$9,455 estimate, is
superseded by the AUD line.

**Nine times the $1,000 threshold. The vesting trap stands.**

### July, resolved — and there is no race

The July statement landed and reconciles to the cent: **$5,773.08 of $5,773.08**, six transactions
in the whole month. Start A$15,042.41, end A$9,269.33 on 31 July.

| date | | amount |
|---|---|---|
| Jul 03 | Assaduddin Baulo Alauya | 100.00 |
| Jul 05 | DigitalOcean | 102.78 |
| **Jul 09** | **Payout to Michael R Mc Loughlin** | **4,000.00** |
| Jul 09 | Anthropic Claude sub | 340.00 |
| **Jul 09** | **TRA RTO ASSESSMENT, Canberra** | **1,120.00** |
| Jul 29 | OnlineJobs.ph | 110.30 |

**The A$3,670 was never a leak.** $5,120 of July's spend was two deliberate payments made on the
same day, 9 July. Strip them and **the real running cost of July was $653.08.**

**The burn is falling, not rising:**

| period | running cost per month |
|---|---|
| Jan–Mar 2026 | ~2,250 |
| Apr–Jun 2026 | ~1,027 |
| **July 2026** | **~653** |

**A$9,139.27 at ~$653/month is roughly fourteen months of runway, not two.** The earlier reading —
that July burned at $4,790/month and the account would be empty by October — was wrong. There is
no race. Nothing here has to be rushed, and no accountant needs to be hired on a deadline.

*Correction of record: this file said "this is now a race" and "empty around early October 2026"
before the July statement was read. Both are withdrawn. The Lawpath $199 and $799 do not even
appear in the AUD account, so they were charged to a different card.*

### Two July payments the accountant must be told about

**1. `Jul 09 — Payout to Michael R Mc Loughlin — $4,000.00`**
He has already started taking his money back. Of the $47,559.86 he put in, **$4,000 has been
repaid**, leaving roughly **$43,559.86** owed to him before any other adjustment. It needs to be
booked as what it is — a repayment against the director loan — and not left looking like drawings
or wages.

**2. `Jul 09 — TRA RTO ASSESSMENT, Canberra — $1,120.00`**
**This is a personal expense, paid by the company.** It is the TRA skills assessment fee for his
186 visa — the same $1,120 recorded in `CONTEXT.md` under the TRA entry, receipt
`9000009579485640003`, against `MCLMIC0024`. The company account is now confirmed as the source.

**It is not a business expense and must not be claimed as a company deduction.** On a bank feed
"TRA RTO ASSESSMENT" reads like training or professional development and would be coded straight
to an expense account by anyone who did not know better. It belongs against his loan account.

### The company is still being used, and that blocks deregistration

The card descriptors changed. Apr–Jun rows read `(Subscriptions, **4900)`. **Every July row reads
`(IRR Estimating – OnlineJobs + QS, **8351)`** — a different card, deliberately relabelled for
estimating and QS work.

Alongside it: **Assaduddin Baulo Alauya paid 3 July**, and **OnlineJobs.ph on 29 July**. Rocky's
global notes record Assad as a remote QS engaged **through RateRight** from 02/07/2026.

**So the company is not dormant. It is the live payment rail for an active contractor**, and it
was set up that way five weeks ago.

That is a direct obstacle to the plan in this file. **ASIC Form 6010 requires a declaration that
the company is not carrying on business.** Paying a contractor every month is not obviously
consistent with that, and the question is not one to answer casually on a statutory form.

**RESOLVED 2026-08-06 — Rocky: *"no i dont need it"*.** RateRight is not required as the payment
route for Assad or OnlineJobs. The arrangement stops, the not-carrying-on-business declaration is
clean, and **the close-out runs as written.** Whatever pays those contractors from here is not
this company, and is outside the scope of this file.

### The Lawpath $998 is charged to a card this account has never seen

Worth catching before the card gets cancelled and the problem is assumed solved.

The two Lawpath invoices — $199 on 21 July and $799 on 28 July — **do not appear anywhere in the
July AUD statement.** The only cards in the Airwallex rows are `**4900` and `**8351`. Lawpath's
own 28 June notice names the card it charges: **`4237`**.

**So there is a third card, outside this account, still on auto-renew to Lawpath.** Cancelling the
Airwallex card does nothing about it. Cancel at Lawpath itself, and check what else sits on 4237.

### The bleed slowed, but it never stopped

| quarter | burn | per month |
|---|---|---|
| Jan–Mar 2026 | 13,207.17 | ~2,250 |
| Apr–Jun 2026 | 3,079.80 | **~1,027** |

The big Jan–Mar number was the Filipino contractors coming off the books. What is left is almost
purely **AI and infrastructure subscriptions** — Apr–Jun was DeepSeek $748.76, Claude $1,020,
Fly.io $400.62, DigitalOcean $300.48, Google Workspace $155.76, GitHub, Twilio, ElevenLabs, Brave,
onlinejobs.ph. **A dead company still paying for eight AI services.**

~$1,027/month is the running cost of doing nothing. That is the number that should drive the order
of work, not the $329.

### One live entanglement to check before closing

Apr–Jun shows small payouts to **Assaduddin Baulo** ($73.30) and **Mark Harvey Tuates** ($72.66).
Rocky's global notes record a remote QS, Assad, engaged **through RateRight**. If RateRight is
still the paying vehicle for anyone doing current work, **closing the company ends that payment
route** and it needs replacing first. **Flagged, not assumed** — the statement shows a name and an
amount, nothing about the arrangement behind it.

## The bleed — this is the real urgency, not the $329

Subscriptions still charging the company card in Jan–Mar 2026, on a venture that was already
mothballed:

| | |
|---|---|
| Claude.ai $1,020 · OpenRouter $909 · Nanonoble $588 · Fly.io $537 · ClickUp $499 | Moonshot AI $429 · GitHub $418 · Google Workspace $408 · ElevenLabs $329 · OpenAI $317 |
| Twilio $313 · OnlineJobs.ph $205 · rateright.com.au $200 · Apollo $169 · Xero $194 | DigitalOcean $89 · Zapier $48 · Slack $43 · Brave $27 |

**$6,742.67 over three months — about $2,250 a month.** All of it his own money, since the company
has no revenue at all.

**Every month this sits costs roughly $2,250 that would otherwise come back to him.** The $329
ASIC fee is a rounding error next to the bleed. **Killing the card is more urgent than any filing
deadline in this document**, and it is the one step that needs no accountant, no ASIC and no
waiting.

---

## What is actually outstanding

### 1. ASIC annual review — $329, hard deadline ~19 September 2026

- Company review date **21 July 2026**. Annual company statement issued **26 July**, reminder
  **28 July**. Source: Lawpath, `rateright` mailbox.
- Lawpath's own wording, verbatim: *"Reviewing and confirming that all company details are
  correct… Signing the company solvency resolution provided in your company documents… Paying the
  $329 ASIC fee… **Failure to complete your annual review within 60 days will result in late
  penalties.**"*
- 60 days from the 21 July review date lands about **19 September 2026**.
- **This fee has to be paid even though he is closing.** Form 6010 requires that all fees and
  penalties payable under the Corporations Act have been paid. An unpaid annual review fee blocks
  a clean deregistration and starts accruing late penalties instead.
- **The solvency resolution is a real director's declaration, not a formality.** It states the
  company can pay its debts as they fall due. If that is true, sign it. If it is not true, do not
  sign it — an insolvent company is a different process entirely (voluntary liquidation) and the
  director's duties change. Rocky is the only one who knows which it is.

### 2. Lawpath billed $998 in one week, on a mothballed company

Two separate auto-renewals, seven days apart, same card ending 4237:

| date | invoice | plan | amount |
|---|---|---|---|
| 21 Jul 2026 | `PCIACJXI-0039` | Business Compliance Plan | **$199.00** inc GST |
| 28 Jul 2026 | `PCIACJXI-0042` | ASIC Compliance Plan | **$799.00** inc GST |

Both already charged. **$998 gone, and the $329 ASIC fee is still outstanding on top of it.**
The 28/06 email warned only that *"your account will automatically renew… No action is needed on
your part"* — it did not name the $799.

**Cancel both before they renew again in July 2027.** Whether any of the $799 is refundable so
soon after the charge is worth one phone call to `billing@lawpath.com.au` / 1800 529 728 — asking
costs nothing. Do not cancel until the annual review is actually lodged, though, if Lawpath is the
channel being used to lodge it.

### 3. There is no accountant. Nobody is doing the books.

**Verified two independent ways, both from the corpus:**
- Keyword sweep across all 4,481 messages for accountant / bookkeeper / tax agent / MYOB /
  QuickBooks / Xero — no hits against the company. Xero appears only as **LFCS payslips** from
  `post.xero.com`, which is employment income, not company bookkeeping.
- Every one of the **54 distinct sender domains** in the `rateright` mailbox listed in full. Not
  one is an accounting firm, tax agent or bookkeeper.

**Limit of that claim, stated honestly:** this is INBOX-only across three personal mailboxes, from
late January 2026. A relationship conducted by phone, through the LFCS work address (never
connected, never read), or one that predates January would not appear. **It is a well-supported
absence, not a proven one.**

### 4. The company's first tax returns are likely outstanding

The ATO's own nurture email, 19 Feb 2026 to `signup`, verbatim: *"It's been about six months since
you received your Australian business number (ABN) and started your own business."* That dates the
ABN to roughly **August–September 2025**.

So FY2026 (1 Jul 2025 – 30 Jun 2026) is the company's first real year and **its first company tax
return is due**. There may also be a short FY2025 stub depending on the exact incorporation date.

**UNVERIFIED — whether the company is registered for GST or PAYG, and whether any BAS is
outstanding.** No transactional ATO mail has ever reached these three mailboxes: the only
`ato.gov.au` messages are the generic 19/02 and 12/05 "Business check in" nurture emails, plus the
`news.ato.gov.au` newsletter. **That absence proves nothing** — the ATO delivers business
correspondence to the **myGov / Online services for business** inbox, not to email. There is a
live `ACT` on today's brief for *"New sign in to your myGov account"*, which is where the answer
will be. **Log into myGov and look. Do not conclude "no BAS due" from quiet email.**

### 5. `idealbusiness.com.au` — do not pay it

10 July, to `signup`, subject *"RATERIGHT renewal is due."*, styled to read like an ASIC notice.
Its own footer, verbatim: ***"Ideal Business, Apply for an ABN.com.au are NOT affiliated with
ASIC"*** and *"This Email is NOT an Invoice, Bill or Request For Payment."*

It is a third-party fee-harvester. It surfaced as today's `REVIEW` finding on the brief.

**But there is a real obligation hiding behind it.** It names a **business name "RATERIGHT",
separate from the company**, and gives **ABN 46689397582**. Business names are renewed with ASIC
directly, 1 or 3 years. Since he is closing, the business name gets **cancelled, not renewed** —
free, and done in ASIC Connect. Check the real status at `asic.gov.au`, never through this sender.

### 6. Subscriptions still burning on a dead venture

Monthly receipts still arriving as at July 2026: **GitHub** (org `rateright-pty-ltd`),
**DigitalOcean**. **Supabase** project `rateright-growth` paused 24 July and will eventually be
deleted. Also seen across the period: ScrapingBee, UptimeRobot, Twilio, Zapier, onlinejobs.ph,
Vistaprint, domain.com.au, Resend, ElevenLabs. Apollo was cancelled 22 March — the only one that
was.

Each is small. Together they are the reason a mothballed company still costs money every month.
**Kill them at the card, not just at the vendor** — a cancelled plan that renews from a saved card
is the standard failure here.

---

## The order to do it in

Everything is known now. Runway is ~14 months at $653/month, so **nothing here is urgent** — but
the money stops leaving the day the subscriptions die, so the top of the list is still worth doing
this week.

| # | step | blocked by | notes |
|---|---|---|---|
| — | ~~Read balance~~ · ~~pull Apr–Jun and July statements~~ · ~~settle loan vs capital~~ · ~~confirm Stephen signs~~ | | **done 06/08** |
| 1 | ~~Get Stephen's agreement~~ **GRANTED 06/08 11:37** — *"I am happy to proceed with the deregister"* | — | **save the whole thread to PDF, both messages. The reply alone does not name the company.** |
| 2 | **Stop the payment rail** for Assad / OnlineJobs. Confirmed not needed | — | |
| 3 | **Kill the subscriptions on card `**8351`** — DigitalOcean, Anthropic, OnlineJobs.ph | — | stops ~$653/month |
| 4 | ~~Cancel Lawpath~~ **EMAILED 06/08, awaiting reply** — asked whether they are the registered ASIC agent, whether they lodge the annual review, whether deregistration is covered by the $998 already paid, and for a refund on the $799 | — | **do NOT cancel until they answer.** If they lodge the review, pay the $329 through them first |
| 5 | ~~Check share structure~~ **DONE 06/08 — 10 shares, $100 total. The $47,559.86 is entirely a loan** | — | from the incorporation docs on the laptop |
| 6 | Confirm company details (**ASIC has him at 282 Malabar Rd, should be 403**), sign the solvency resolution, **pay the $329** | — | review date 25 Jul, so ~late Sep |
| 7 | **Call the ATO business line.** Does FY26 need a return or is "return not necessary" available; is GST/PAYG registered; what is needed for the final period | — | free. **No FY25 return exists** — registered 25/07/2025 |
| 8 | Lodge whatever step 7 says. Check myGov for anything outstanding | 7 | |
| 9 | **Repay the loan** — the ~A$9,139 balance out to Rocky | 6, 8 | must be under $1,000 before step 11 |
| 10 | Cancel GST/PAYG if registered, then **ABN 46689397582**; cancel business name **RATERIGHT** in ASIC Connect | 8 | free |
| 11 | **Lodge ASIC Form 6010** — needs Stephen's written agreement from step 1 | 1, 6, 8, 9, 10 | |
| 12 | Close the Airwallex account | 9, 11 | |

**On the accountant.** With revenue at zero, the characterisation settled as a loan, Stephen
signing and no employees, this is a formality rather than a piece of tax work — **most of it Rocky
can do himself**, and steps 5 and 7 are free checks that answer the only real questions. A
**one-off hour** with a tax agent to confirm the loan treatment and lodge the return is worth
buying if step 7 says a full return is required; a full engagement is not.

**Company returns cannot be lodged through myTax.** They need SBR-enabled software or paper.
**Rocky had a Xero subscription** — charges run Dec 2025 to March 2026, then stop. If that file
still exists with the bank feed coded, most of the bookkeeping is already done. **Worth logging in
before deciding anything about step 8.**

---

## Paying the ASIC annual review — the references, from ASIC's own database

Pulled by Rocky 06/08/2026 12:11:55 AEST from `asic.gov.au`, company search on ACN 689 397 582.
Authoritative, not from Lawpath and not from an AI.

| method | details |
|---|---|
| **BPAY** | Biller Code **17301** · Ref **2296893975823** |
| **Post Billpay** | Billpay Code **8929** · Ref **2296 8939 7582 370** |
| by phone | **13 18 16** — Mastercard or VISA |
| online | `postbillpay.com.au` — Mastercard or VISA |

**THE AMOUNT IS NOT ON THAT EXTRACT, AND BPAY REQUIRES IT TO BE ENTERED BY HAND.** Two figures
are in circulation and neither is confirmed:

- **$329** — Lawpath's own email of 28/07/2026
- **$342** — Lawpath's Atlas assistant today, claiming a CPI increase from 1 July 2026

$342 is the likelier, since ASIC indexes on 1 July and the review date of 25 July falls after it,
which would make the $329 email a stale template. **But Atlas gave three different due dates in
one afternoon, so it is not a source.** The annual company statement sitting unopened in the
Lawpath notification inbox carries the real figure.

**Underpaying leaves the debt open.** Pay $329 against a $342 liability and $13 stays outstanding,
which is exactly how a late fee appears on something believed paid. **Get the figure from the
statement or from ASIC before paying.**

**Card note:** `postbillpay.com.au` and 13 18 16 take Mastercard/VISA. If the Airwallex card
`**8351` has already been killed, that route needs a different card.

---

## There is a second director holding 10% — this changes the plan

· told by Rocky 2026-08-06. Supersedes every "one director" statement above and in the drafted
accountant email.

**1. The 10% holder has a veto over the whole close-out.**
ASIC Form 6010 voluntary deregistration requires **all members to agree in writing**. Not a
majority, not 90%. All of them. **A 10% shareholder can stop this by declining to sign, or simply
by being uncontactable.** Everything else in this document is a form; this is the one step that
depends on another person's cooperation.

**Get that agreement early.** It costs nothing to ask now and it is the item most likely to add
months if left to the end.

**2. It makes loan-versus-capital the most valuable question in the file.**
It was worth confirming before. It is now decisive:

- **If the $47,559.86 is a director LOAN**, Rocky is a **creditor**. Creditors are paid before
  members get anything. The remaining ~A$9,139 is repaid to him in full, and the shortfall on the
  rest of the loan simply writes off. The 10% holder receives nothing, because there is nothing
  to distribute after the debt.
- **If it went in as SHARE CAPITAL**, it is members' money. A return of capital follows the
  shareholding, and roughly **10% of it — about A$914 — would arguably belong to the other
  holder**, not to Rocky.

**Every dollar that ever entered the account came from Rocky.** Across the full life of the
account, every deposit is from MR MICHAEL ROCCO MCLOUGHLIN — $100, $5,000, $2,000, four $10,000
transfers, and the two Stripe test payments. **The other holder has never put cash into this
account.** That is a fact from the statements, not an inference. It supports the loan reading and
it matters to how any split is discussed, but it does not by itself decide the legal
characterisation. **The company's own records do.**

**3. Directors' obligations are shared.**
The solvency resolution on the ASIC annual review is a directors' resolution, and the annual
review confirms **director and shareholder details** — both people's. Depending on the
constitution, both signatures may be needed. The other director also carries director duties for
the company's obligations, which is a reason to keep them informed rather than to close around
them.

**This also softens the "no accountant" answer.** The mechanics are still simple. But there is now
a second party with a legal interest in the money and a veto on the exit, and *"who is entitled to
what"* is exactly the question worth getting right on paper the first time.

### RESOLVED 2026-08-06 — both blockers cleared

Rocky: the other director is **Stephen**, he **will sign**, and the $47,559.86 went in as **a
loan**.

So the exit is clean:

- **Stephen's written agreement to deregister is available.** Get it in writing anyway, and get it
  early. A verbal yes in August is not what Form 6010 asks for, and people move, change email and
  get busy. **A dated email saying he agrees to the deregistration is enough — obtain it before
  anything else in this file starts.**
- **Rocky is a creditor, not just a shareholder.** $47,559.86 lent, $4,000 repaid on 9 July,
  leaving roughly **$43,560 owed**. The company holds ~A$9,139. **That balance is repaid to him in
  full as loan repayment** — not income, not taxed, and it does not touch Stephen's 10% because a
  creditor ranks ahead of members and there is nothing left to distribute afterwards.
- **Stephen receives nothing, and that is the ordinary outcome, not a slight.** The company was
  funded entirely by Rocky's money, never traded, and is being wound up at a loss. There is no
  surplus for members to share. **Worth saying to him plainly when asking for the signature**, so
  it is understood up front rather than raised later.

### GRANTED — Stephen agreed 06/08/2026 at 11:37

Rocky emailed **`stephen@rftn.com.au`** at **11:10**, subject *"RateRight - shutting it down"*,
stating the ask, that nothing reaches shareholders, that the company is closing at a loss, and
that the balance is needed for the visa.

**Stephen Joyce replied at 11:37, twenty-seven minutes later, verbatim:**

> **"I am happy to proceed with the deregister."**

Sent from `stephen@rftn.com.au` — Stephen Joyce, Founder / CEO, RFTN, 12/94 Bryant Street,
Padstow NSW 2211, 02 9557 6693 / 0450 965 783.

**That is the members' written agreement ASIC Form 6010 requires. The last blocker on the
deregistration is cleared.**

**IT MUST BE SAVED PROPERLY, AND NOT LEFT IN GMAIL.**
- Print the **whole thread to PDF — both messages**, not just the reply. Stephen's reply quotes
  the original but the quoted body appears empty, so on its own *"I am happy to proceed with the
  deregister"* does not say **which** company or **what** was disclosed. **The pair together
  does.** Save them as one file with the incorporation documents.
- It is dated, it is from the member's own address, and it answers a message that spelled out the
  consequences. That is about as clean as a members' agreement gets. **Do not lose it.**

`stephen@rftn.com.au` was added to `config/critical-senders.txt` and deployed at 11:3x, before the
reply arrived — verified `critical=True`, and `marketing@rftn.com.au` still `False`.

### CONFIRMED FROM THE COMPANY DOCUMENTS — the loan reading is airtight

The incorporation paperwork is on the laptop. Read 2026-08-06 from
`C:\Users\mclou\OneDrive\Desktop\New folder\` — `asic-extract-2.pdf` and `DIRECTORS
RESOLUTION.pdf`. Duplicates also sit in `Archive\RateRight\Downloads-RateRight-stash\`.

> **RATERIGHT PTY LTD · ACN 689 397 582 · registered 25-07-2025**
> Australian Proprietary Company · status Registered · next review date **25-07-2026**
> Registered office and principal place of business: Level 1, 457 Elizabeth Street, Surry Hills
> NSW 2010

**Officeholders**

| | |
|---|---|
| **JOYCE, STEPHEN EDMUND** | b. 25-10-1984, Ireland · 403 Malabar Road, Maroubra · Director from **25-07-2025** |
| **MCLOUGHLIN, MICHAEL ROCCO** | b. 23-09-1981, Ireland · Director from **29-07-2025** |

**Share structure — ORD class, 10 shares issued, total amount paid `$100.00`, unpaid $0.00.**

**Members:** Joyce 1 ordinary share · McLoughlin 9 ordinary shares. Both fully paid, beneficially
held.

**What happened:** Stephen incorporated the company on 25 July 2025 and took all 10 shares for
$100. Rocky was appointed a director four days later. On **12 August 2025** Stephen transferred
**9 of his 10 shares to Rocky for $90.00** — and that $90 went to **Stephen personally as the
transferor, not into the company**.

> **The company has received exactly $100 of share capital in its entire existence, and Stephen
> paid it.** Not one dollar of Rocky's $47,559.86 is share capital. **All of it is a loan.**

That is confirmed by document rather than inferred from payment references. Every consequence in
the section above holds: Rocky ranks as a creditor for ~$43,560 after the 9 July repayment, the
remaining A$9,139 returns to him as loan repayment, and Stephen's 10% reaches nothing because
there is no surplus after the debt.

### Three corrections that fall out of the extract

**1. There is no FY2025 return. There never was.**
The company was registered **25 July 2025**, which falls inside FY2026. Earlier notes in this file
guessed at "probably a stub FY25" — **wrong, and now withdrawn**. FY26 is the first and only full
financial year, and after that a short FY27 stub to deregistration. That is the whole tax history.

**2. The ASIC review date is 25 July, not 21 July.**
Lawpath's emails say "company review date 21 July 2026" — that is **Lawpath's own plan renewal
date**, not ASIC's. The extract gives **next review date 25-07-2026**. The annual review fee is
payable within about two months of the review date, so the real window runs to **late September
2026**, landing in the same week as the 23 September visa cutoff.

**3. ASIC holds the wrong address for Rocky.**
The member record shows **McLoughlin at 282 Malabar Road, Maroubra**. His address of record is
**403 Malabar Road** — the address on his NSW Photo Card and forty LFCS payslips, and the one
`CONTEXT.md` carries. Stephen is correctly recorded at 403. The annual review asks him to confirm
these details are correct; **282 appears to be wrong and is his to fix or accept.** Minor, but it
is a statutory register and he is about to sign that the details are right.

## Two things to check before committing

- **The deregistration route assumes the company is solvent and has no outstanding liabilities.**
  If it owes money it cannot pay, Form 6010 is the wrong instrument and the director's obligations
  are different. The accountant confirms which world this is.
- **Raise it with Sibeal.** He has a live 186 Direct Entry application and Form 80 asks about
  business interests. Closing a company cleanly, with fees paid, is almost certainly neutral or
  helpful — but *how* to present a company deregistered mid-application is a question for the
  registered agent, not for this file. **UNVERIFIED, and deliberately not guessed here.** One
  line in the next email to her costs nothing.

---

## Dates, together

| date | what |
|---|---|
| **~19 Sep 2026** | ASIC annual review late penalties begin (60 days from the 21 Jul review date) |
| **23 Sep 2026** | visa cutoff — his 45th birthday |
| 21 Jul 2027 | Lawpath $199 renews again unless cancelled |
| 28 Jul 2027 | Lawpath $799 renews again unless cancelled |

The ASIC deadline and the visa cutoff land in the same week. **Only one of them can be handed to
somebody else.** Hand over the company.