Closing a solvent company you no longer need costs anywhere from about $52 to well over $15,000, and the gap between those numbers is entirely about which path the company qualifies for. Voluntary deregistration is the cheap door, an ASIC fee of roughly $52 plus some tidying, but it opens only for small, clean companies that meet strict conditions. A members’ voluntary liquidation is the expensive door, a liquidator’s fee commonly $6,000 to $15,000 or more over several months, and it is the right, sometimes only, path for companies with real assets to distribute or complexity to resolve. This guide explains both, the conditions that decide which applies, and how to prepare a company so the cheap door is available. If the entity is still useful, compare ongoing registration cost and structure options in company structure versus sole trader before paying another decade of annual reviews by default.
Published: July 2026
This guide covers winding up a solvent company, one that can pay its debts, that the owners simply no longer need: a dormant entity, a business that has ceased trading, a structure left over from a restructure. Insolvent wind-up, where the company cannot pay its debts, is a different process (creditors’ voluntary liquidation or court liquidation) with different duties and serious director consequences, and any company that cannot pay its debts as they fall due should take immediate advice rather than reading a cost guide, because trading while insolvent carries personal liability. Everything below assumes solvency. Director penalties are the wrong reason to discover insolvency late.
Voluntary deregistration is the simplest and cheapest way to close a company, and ASIC charges only a nominal application fee, around $52, to process it. But it is gated by conditions that must all be met at the time of application:
The logic of the conditions is that deregistration is for companies with nothing left to resolve, no assets to distribute, no creditors to pay, no disputes to finish. The under-$1,000 asset threshold is the one that most often blocks the cheap path: a company still holding meaningful cash, property, shares or plant does not qualify, because those assets need a proper process to distribute. That is what pushes companies toward liquidation.
The real cost of the cheap door, therefore, is the preparation to meet the conditions: paying out or formally forgiving loans, distributing or disposing of assets so the balance sheet is truly under $1,000, settling every liability including any tax and ASIC amounts, finalising and lodging outstanding tax returns and the final BAS, and cancelling registrations (GST, PAYG withholding, ABN) in the right order. Done cleanly, the total outlay is the $52 fee plus the accounting cost of the final returns and the wind-down bookkeeping. Done carelessly, it is a deregistration that unravels, because assets left in a deregistered company can vest in ASIC or the Commonwealth, and undistributed value is simply lost.
A dormant company holds $28,000 cash, a $12,000 related-party loan receivable and $3,000 of ASIC and tax leftovers. It cannot deregister yet. Path: settle tax and ASIC, formally resolve the loan under advice, distribute surplus to members properly, leave under $1,000 of assets, confirm no liabilities or proceedings, then apply. Accounting and advice might cost $1,500 to $4,000 depending on mess; that is still usually cheaper than a full members’ voluntary liquidation if the tax distribution can be handled cleanly. Skipping the advice to “just empty the bank” is how larger tax problems are created.
Where a solvent company has assets above the threshold, retained profits to distribute, or complexity that needs a formal process, the path is a members’ voluntary liquidation (MVL), and it requires a registered liquidator.
The mechanics: the directors make a declaration of solvency, the members resolve to wind up and appoint a liquidator, and the liquidator realises assets, settles any remaining liabilities, obtains tax clearances, distributes the surplus to members, and formally deregisters the company at the end. The liquidator’s fee commonly runs $6,000 to $15,000 and up, depending on the assets to realise, the number of members, the tax complexity and how clean the records are, and the process typically takes several months, driven substantially by the wait for tax clearances and final returns.
The reason to pay for an MVL rather than force the cheap door is that the distributions to members can be handled properly, including the tax treatment of returning capital and distributing retained profits, which is frequently the entire point. For a company sitting on years of retained earnings, the way those profits are distributed on wind-up has real tax consequences for the shareholders, and the liquidator’s process, and the advice around it, is what gets that right. Trying to strip the assets out informally to squeeze under the deregistration threshold can create larger tax problems than the liquidator’s fee would ever have cost, which is the classic false economy in company wind-up.
A company has $180,000 retained earnings and $40,000 cash after selling its trade. Informal “just pay it all out and deregister” risks mischaracterised distributions and a mess that costs more than a $10,000 MVL with proper tax clearances. The expensive door is often the cheaper total outcome when real value remains inside the entity.
The decision is mostly arithmetic. A dormant or ceased company with negligible assets and no liabilities takes the voluntary deregistration path: meet the conditions, pay the $52, done. A solvent company with meaningful assets or retained profits to distribute takes the MVL path, because the assets need a proper distribution and the tax treatment needs to be handled, and the liquidator’s fee buys exactly that. The awkward middle, a company with modest assets above $1,000 but well short of justifying a full MVL, is where advice earns its keep: sometimes the assets can be properly distributed down to the threshold first, opening the cheap door legitimately; sometimes the cleaner answer is the MVL despite the cost. The test is never just the fee; it is the total cost including the tax outcome for shareholders.
Deregister if all ASIC conditions are met or can be met with modest tidy-up and no meaningful tax distribution issues. Liquidate (MVL) if assets, retained profits or complexity need a formal distribution and clearance process. Keep if the company still has a commercial purpose, holds licences or contracts that are costly to replace, or will trade again within a planning horizon that beats re-registration cost. Do not pay annual ASIC fees for a decade out of inertia; decide.
Two costs sit alongside both paths. Getting current before closing: a company cannot be cleanly wound up over unlodged returns, an unfinalised final BAS or unreconciled records, so a company behind on its books faces catch-up bookkeeping and lodgement first, covered in the cost of bookkeeping and how much bookkeepers charge guides. And the ongoing cost of not closing: a company left dormant but registered keeps incurring the $342 annual ASIC review fee and its obligations every year, so a company truly finished with should be wound up rather than left to accrue fees and solvency-resolution duties indefinitely. Preparing a company for a clean, cheap wind-up, current lodgements, a tidy balance sheet, assets and loans resolved, is exactly the kind of orderly finish an embedded finance team manages, and it is the difference between a $52 deregistration and a problem. Track final BAS timing against BAS due dates.
A finished company left registered for five years costs about 5 × $342 = $1,710 in review fees alone, plus agent time, solvency resolutions and residual risk. A clean voluntary deregistration in year one at $52 plus a modest accounting tidy often beats that by a wide margin. Inertia is a fee schedule.
How much does it cost to close a company?
From about $52 for voluntary deregistration if the company qualifies, to $6,000 to $15,000 or more for a members’ voluntary liquidation, plus the accounting cost of final returns and wind-down bookkeeping in either case. The path the company qualifies for sets the cost.
What are the conditions for voluntary deregistration?
All members agree, the company is not trading, its assets are worth less than $1,000, it has no outstanding liabilities, it is not party to legal proceedings, and all ASIC fees are paid. The under-$1,000 asset condition is the one that most often forces companies into liquidation instead.
When do I need a members’ voluntary liquidation?
When a solvent company has assets above the deregistration threshold, retained profits to distribute, or complexity that needs a formal process. The liquidator realises assets, obtains tax clearances, distributes the surplus to members and deregisters the company.
How long does a members’ voluntary liquidation take?
Typically several months, driven largely by the wait for tax clearances and final returns, compared with a much quicker voluntary deregistration once the conditions are met.
Can I just strip the assets out to qualify for cheap deregistration?
Handling distributions informally to squeeze under the $1,000 threshold can create larger tax problems for shareholders than a liquidator’s fee would have cost. Where retained profits or meaningful assets exist, the distribution needs to be done properly, which is the point of the MVL.
What is the difference from insolvent wind-up?
Everything here assumes a solvent company that can pay its debts. A company that cannot pay its debts faces creditors’ voluntary or court liquidation, with different duties and serious director consequences including personal liability for insolvent trading, and should take immediate advice.
What happens if I just leave the company dormant?
It keeps incurring the annual ASIC review fee, currently $342 for a proprietary company, plus the annual review and solvency-resolution obligations, indefinitely. A company truly finished with is cheaper to wind up than to leave accruing fees.
What do I need to do before winding up?
Get current: lodge outstanding tax returns and the final BAS, reconcile the records, settle liabilities, resolve loans and assets, and cancel GST, PAYG and ABN registrations in the right order. A company behind on its books faces catch-up work before a clean wind-up is possible.
Can a company with a bank account still deregister?
Only if total assets, including the bank balance, are under $1,000 and all other conditions are met. A live account with material cash usually means distribute first or use an MVL.
Who can appoint a liquidator for an MVL?
The members, following a directors’ declaration of solvency and the Corporations Act process. Use a registered liquidator; this is not a DIY filing.
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We review and check this guide periodically. At the time of writing (July 2026), all information was current. Scale Suite is a registered BAS Agent, not a licensed tax advisor or financial advisor. This content is general information only and does not constitute professional tax, financial, or legal advice. Some details may change over time.
Scale Suite is a Sydney-based provider of outsourced finance and HR services for Australian SMEs. We deliver bookkeeping, financial reporting, payroll processing, fractional CFO support, recruitment, employee onboarding, people and culture support, and fractional HR oversight, all as a fully embedded team that works inside your business.
Employment Hero Gold Partner, CA-qualified, and Xero Certified, we replace fragmented finance and HR processes with one responsive, senior-level function at a fraction of the cost of full-time hires. We serve growing businesses across Sydney, Melbourne, Brisbane, and Perth, with packages starting from $1,500 per month and no lock-in contracts.
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