Why closing properly is a separate job from stopping trading
Ceasing to trade does not end a company. Under Australia's corporate law framework, a registered company continues to exist, and to carry obligations, until it is deregistered. ASIC states this plainly: until you deregister your company, it must keep meeting all its legal obligations. That means annual reviews, review fees, record-keeping and lodgements continue whether or not any business is happening.
The practical consequence is that "we stopped trading in March" and "the company is closed" are different statements. If you only do the first, the company keeps accruing obligations and officeholders keep carrying responsibility for meeting them.
This guide walks through the closure routes available, what each involves, and the order in which to do the tasks so that the tax, registry and employment steps do not collide.
Your four realistic options
Australian company closure generally falls into one of four routes. Which one fits depends mainly on solvency and on whether the company still holds assets.
| Option | Typical situation | Who drives it | What to check first |
|---|---|---|---|
| Voluntary deregistration | Company is no longer needed, obligations are settled, assets have been dealt with | Directors apply through ASIC's Company officeholder portal | Whether every officeholder and member position can be reconciled and all ASIC fees and reviews are up to date |
| Members' voluntary winding up | Solvent company with assets to distribute to shareholders | Members resolve to wind up, a registered liquidator is appointed | Whether a liquidator is required and what the distribution process involves |
| Creditors' winding up or court-ordered winding up | Company cannot pay its debts as they fall due | Directors, creditors or the court; usually a registered liquidator | Insolvency obligations and director duties — get advice before transacting further |
| ASIC-initiated deregistration | Company has failed to meet its obligations or ASIC believes it is not carrying on business | ASIC, not the officeholders | Whether the company is in default and how to respond before deregistration occurs |
ASIC publishes information and steps on company deregistration and winding up, and it operates the voluntary deregistration route through the Company officeholder portal. ASIC's own material sets out the eligibility conditions and the records you must have in order; read those conditions on the ASIC page listed above before you start, because they can change and they are strict.
If there is any doubt about solvency, that question comes first. It determines whether the file is a deregistration or a liquidation, and mixing the two can create personal exposure for directors.
Before you apply: the preparation checklist
Work through these before lodging anything.
- Confirm the company's status. Is it solvent? Does it hold assets, including money in bank accounts, crypto, vehicles, intellectual property or intercompany loans?
- Deal with assets and liabilities. Assets need to be distributed, sold or otherwise resolved before the company can be wound up cleanly. Debts need to be paid or formally dealt with.
- Settle ASIC obligations. Any outstanding annual review and its fee must be brought up to date. You can download your company annual review statement from ASIC, which includes the annual invoice and payment details.
- Reconcile officeholders and members. ASIC's register must match reality. Company share and shareholder rules and changes are also dealt with through ASIC.
- Bring tax and super up to date. Returns, activity statements and super guarantee obligations still apply through the closure period.
- Decide the business name. If you no longer need the business name, you must tell ASIC. Cancelling it is a separate action from deregistering the company.
- Notify stakeholders. Banks, insurers, landlords, suppliers, customers with prepaid amounts, and anyone holding a security interest over company assets.
- Plan for records. Company records must be kept after deregistration. Confirm the retention period with ASIC or your adviser.
Steps to deregister a company
1. Resolve and document the decision. Directors and members should formally resolve to apply for deregistration, and keep that resolution with the company records.
2. Finalise the financial position. Close or transfer bank accounts, collect debts owed to the company, and settle amounts the company owes, including employee entitlements.
3. Complete final tax and super obligations. The ATO's guidance on pausing or permanently closing your business confirms that you still need to meet your tax and super obligations when closing. Lodge final returns and activity statements, and deal with GST registration as part of closure.
4. Cancel the ABN and GST registration when you permanently close. Business.gov.au states you must cancel your Australian Business Number within 28 days of stopping your business activities. The ATO adds that you will only need to cancel your ABN and GST registration if you permanently close your business — pausing is a different case, and the ATO lists circumstances in which you do not need to cancel. Check which one applies to you before you act.
5. Cancel the business name with ASIC. If the name is no longer needed, tell ASIC. Do not assume this happens automatically when the company is deregistered.
6. Apply for voluntary deregistration. ASIC's route is to voluntarily deregister your company in the Company officeholder portal. Have the ASIC conditions, fees and required resolutions to hand before you begin.
7. Keep proof of the outcome. ASIC's deregistration notice should be retained with the company's permanent records.
Other people and registrations to notify
Business.gov.au's closing-your-business guidance lists several practical notifications that sit around the corporate step:
- Mail. Redirect your mail through Australia Post so that correspondence does not keep going to an address nobody reads.
- Staff. Where employees are affected, Services Australia and Workforce Australia are listed as contacts in the business.gov.au closing guidance.
- Licences and permits. The Australian Business Licence and Information Service is the starting point for identifying licences and permits that may need cancelling or transferring. It also operates ABN Lookup and can be reached on 13 28 46.
Treat these as a parallel track, not an afterthought. A deregistered company with a live licence attached creates avoidable follow-up.
What deregistration does and does not do
Deregistration ends the company's existence as a registered entity and stops future ASIC obligations accruing. It does not wipe out debts that existed before deregistration, it does not resolve disputes, and it does not substitute for dealing with tax, super or employee entitlements. If the company held assets at the time of deregistration, those can raise separate issues — another reason to finalise the financial position first.
If the company was trading while insolvent, deregistration is not the answer. That is a liquidation pathway, and director duties around insolvent trading are a matter for a registered liquidator or legal adviser.
Questions to verify before you lodge
- Does the company meet ASIC's current eligibility conditions for voluntary deregistration, including the treatment of assets and outstanding obligations?
- Is a registered liquidator required, or will the directors' application route be accepted?
- Are all ASIC annual reviews and fees paid, and does the register match the current officeholders and members?
- Have all tax returns, activity statements and super obligations been lodged and paid?
- Does the business name need separate cancellation, and are any licences or permits still attached to the entity?
- What records must be retained after deregistration, and who will hold them?
Verify each of these against the ASIC and ATO pages listed at the top of this article rather than against general summaries, since conditions and processes can change.
Next step
Pick the route first, then work the checklist. If the company is solvent, obligation-free and no longer needed, ASIC's voluntary deregistration through the Company officeholder portal is the usual path. If there is any question about solvency, speak to a registered liquidator or an accountant before taking further steps.
Two practical things you can do today: download the company's annual review statement from ASIC to see what fees and reviews are outstanding, and list every bank account, licence, insurance policy and contract still in the company's name so nothing is left behind.
If closing the company also affects your personal borrowing — for example, where you have given a personal guarantee over a company loan, or you are restructuring debt afterwards — our home loan guides cover how lenders assess changed circumstances. You can also use /match/ to see options that fit your situation.
General information only
This article is general information about Australian company closure and deregistration. It is not legal, tax, accounting or financial advice, and it does not account for your company's specific circumstances. Closure outcomes depend on solvency, assets, obligations and the rules in force at the time you apply. Confirm requirements with ASIC and the ATO, or with a registered liquidator, accountant or lawyer, before acting. Australian Ltd is not a regulator, government body, lender or broker, and does not lodge deregistrations on your behalf.
Sources: business.gov.au (closing your business), ASIC (company deregistration and winding up), and the Australian Taxation Office (pausing or permanently closing your business).