How to close a company in Australia when the owners are overseas

There are two proper ways to close a solvent Australian company. If it has stopped trading, has less than $1,000 in assets and owes nothing, the members can agree to voluntary deregistration by lodging ASIC Form 6010, for a $52 fee. If it still has assets or liabilities but can pay all its debts, it is wound up by a liquidator in a members' voluntary process. An insolvent company needs an insolvency practitioner straight away.

Either way, finish the tax work first. ASIC deregistration does not clean up ATO obligations, and a company deregistered with loose ends is the one that ends up being reinstated later at much greater cost.

Choose the route

Voluntary deregistration: the six conditions

ASIC's voluntary deregistration page lists the conditions. All of them must be true when you apply:

1. All members agree. For a subsidiary, that usually means a resolution of the parent's board authorising someone to consent on its behalf.
2. The company is not conducting business.
3. Its assets are worth less than $1,000.
4. It has no outstanding liabilities, such as unpaid wages, supplier invoices or tax.
5. It is not party to any legal proceedings.
6. It has paid all fees and penalties owed to ASIC, including any late fees on old annual reviews.

Condition 4 is where foreign-owned companies usually trip up. An intercompany loan owed to the parent is a liability. So is an unpaid final BAS, an accrued audit fee or leave owed to a former employee. The loan may need to be repaid, forgiven or capitalised before you apply. That has tax consequences on both sides, so your tax adviser should sign off on the method.

If the company holds an Australian financial services licence or a credit licence, cancel it before applying.

Step-by-step: closing a dormant subsidiary

This is the usual order for a subsidiary that has already stopped trading.

1. Stop new business and tell staff, landlord and suppliers

Give notice on leases and contracts and settle final invoices. If there were employees, pay final wages, leave and super, and lodge the final payroll reporting.

2. Do the ATO work before anything else

The ATO's guidance on cancelling registrations says that before you cancel any registration you must:

• lodge all required activity statements and tax returns,
• pay any outstanding tax debts,
• complete employee obligations, including super and Single Touch Payroll, and
• repay any refunds the company wasn't entitled to.

Then cancel the ABN. When an ABN is cancelled, most linked registrations such as GST are cancelled automatically. Cancelling does not remove the duty to lodge final returns or to keep business records for the required period. Your accountant should handle the final company tax return. Our guide to company tax obligations for foreign-owned companies covers the wider picture.

3. Realise and distribute the assets

Collect debtors, sell or transfer equipment, and move remaining cash to the parent by whatever method your tax adviser approves: dividend, capital return or loan repayment. Then close the bank account. Anything left behind matters. ASIC's page on deregistered company property says property a company owned at deregistration (other than trust property) vests in ASIC. After that, generally only ASIC can deal with it.

4. Clear the ASIC account

Pay any outstanding review fees and late fees. Check the timing of the next review. ASIC says that if you don't want to pay the next annual review fee, apply at least two weeks before it is due. If ASIC's notice isn't published before the fee falls due, the fee must still be paid before deregistration goes ahead.

5. Lodge Form 6010

The Form 6010 application is lodged online through the officeholder or registered agent portal. The 2026–27 fee is $52, per ASIC's fee schedule, and it is not refunded if the application is rejected. The form is made under section 601AA of the Corporations Act. Whoever signs is confirming that the six conditions are met. If that turns out to be wrong, the company can be brought back: ASIC's reinstatement rules for a voluntarily deregistered company turn on showing the original declaration was incorrect.

6. Wait out the notice period

Once ASIC approves the application, it publishes a notice on its Published notices website. Two months after the notice, the company may be deregistered. During those two months the company still exists, so its directors still have their duties and it still needs an Australia-resident director.

Winding up a solvent company

If the company can't meet the conditions above but can pay everything it owes, ASIC's solvent winding-up process applies. In outline:

1. Declaration of solvency. A majority of directors declare at a board meeting that the company can pay all its debts in full within 12 months of the start of the winding up. Form 520 must be lodged before the next step.
2. Members' meeting. Members get at least 21 days' notice, unless they agree to shorter notice. The meeting must be held within 5 weeks of the declaration.
3. Special resolution and liquidator. Members pass a special resolution to wind up and appoint a liquidator at the same meeting. The winding up starts on the date of the resolution.
4. Notify. The company lodges Form 205 within 7 days of the resolution. The liquidator lodges Form 505 within 14 days of appointment, and a notice of the appointment must be published by the end of the next business day.
5. Run-off. The liquidator realises assets, pays creditors and distributes the surplus to members, lodging Form 5602 annually.
6. Finish. The liquidator lodges Form 5603 within one month after the end of the winding up. The company is deregistered three months later.

For a subsidiary with significant assets, real estate or an intercompany balance that can't simply be forgiven, this route is usually cleaner than forcing a voluntary deregistration.

If the company can't pay its debts, stop and get professional advice before taking any step above. Our guide to insolvent trading and safe harbour explains the directors' exposure.

Mistakes that bring a company back

• Declaring no liabilities when there were some. A forgotten tax debt or a supplier claim gives a creditor a reason to seek reinstatement.
• Leaving cash in the bank. The funds vest in ASIC, and getting them back takes an application to ASIC or reinstatement.
• Letting ASIC strike the company off instead. ASIC can deregister a company whose review fee has gone unpaid for 12 months, but late fees build up first, and every director gets letters at home. Reversing it is covered in our page on ASIC deregistration rescue.
• The resident director resigning too early. A director can't resign if it would leave the company with no directors, and the residency requirement runs until the company is gone. Our director resignation guide covers the timing.

Working with us at the end

If your company is closing, tell us early. We keep the resident director in place until deregistration, coordinate the ASIC lodgements and hand over a records pack with resolutions, registers and lodgement history. What happens to the annual fee depends on your engagement letter. Tax and distribution decisions stay with your accountant, because we don't give tax or legal advice. To discuss a closure, start here.

This guide is general information current at 27 October 2026. It is not legal, tax or financial advice.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.