Australia has no formal dormant company status. A dormant Pty Ltd still pays the $342 ASIC annual review fee (from 1 July 2026), needs a resident director and registered office, and passes an annual solvency resolution. If it will not be used again, voluntary deregistration (Form 6010, $52) is usually cheaper, provided it has no liabilities and assets under $1,000.
Foreign groups often end up with an Australian subsidiary that no longer trades: a project finished, the team moved to an employer of record, or the business was sold. Leaving it dormant feels cheaper than closing it, but a dormant company keeps almost all of its obligations. This guide sets out what a dormant company costs and how to decide whether to keep it or close it.
There is no "dormant" status in Australia
ASIC does not have a dormant company category. A company that has stopped trading but is still registered must keep meeting its legal obligations. The reduced "special purpose company" annual fee is for companies whose constitution bars distributions to members, not for dormant companies.
What a dormant Pty Ltd still has to do
| Obligation | Detail |
|---|---|
| ASIC annual review fee | $342 a year for a proprietary company from 1 July 2026, with late fees if unpaid |
| Resident director | At least one director who ordinarily resides in Australia (s201A). If a foreign group has no one here, this is often the largest cost; see resident director services |
| Registered office | An address in Australia (s142); see registered office address |
| Solvency resolution | Directors pass a solvency resolution within 2 months after each review date (s347A) |
| ASIC notices | Changes to officeholders, address or shares must still be notified |
| Tax returns | A company must lodge if it derived income, carried on business or has certain losses. A genuinely inactive company can tell the ATO that a return is not necessary, but not while it has an active ABN and operates a business, or has PAYG instalment credits |
| Public officer | A company earning income in Australia must have a public officer who ordinarily resides here |
When keeping it dormant makes sense
- You expect to restart Australian operations within a year or two, and want to keep the company's name, ABN and bank history.
- It holds contracts, licences, IP or tax losses you want to preserve (losses carry forward only if the loss tests are met).
- It is party to a dispute or has liabilities to wind down, so it cannot yet be deregistered.
Closing it: voluntary deregistration
If the company will not be used again, voluntary deregistration under s601AA is the simplest exit. All of these must be true:
- all members agree;
- the company is not carrying on business;
- its assets are worth less than $1,000;
- it has paid all ASIC fees and penalties;
- it has no outstanding liabilities; and
- it is not party to legal proceedings.
The application is Form 6010, with a $52 fee from 1 July 2026. ASIC publishes a notice and can deregister the company once 2 months have passed. ASIC suggests applying at least 2 weeks before the annual review fee falls due, to avoid paying another year. Before applying, bring the tax affairs up to date: final tax return, final payroll reporting, GST and super paid. Directors can remain personally liable for unpaid PAYG withholding, GST and super guarantee charge after deregistration. A deregistered company can be reinstated if needed.
For the full exit process, including branches (Form 407) and employee terminations, see our guide to deregistering a foreign company in Australia.
If the company still has assets: members' voluntary liquidation
If the company has assets worth $1,000 or more to distribute, or you want a formal process, a solvent company is wound up through a members' voluntary liquidation: the directors make a declaration of solvency, the members pass a special resolution, and a registered liquidator is appointed to realise assets, pay creditors and distribute the balance to the parent.
A quick cost comparison
Keeping a dormant subsidiary for a year typically costs the $342 ASIC fee, a resident director, a registered office, and accounting for the solvency resolution and ATO lodgements. With a paid resident director, that is several thousand dollars a year. Deregistration is a one-off $52 ASIC fee plus the work to finalise tax lodgements. Unless you have a concrete plan to reuse the company, closing it is usually cheaper.
Frequently asked questions
Is there a dormant company status in Australia?
No. ASIC has no dormant category. A company that has stopped trading but remains registered must still pay the annual review fee, keep a resident director and registered office, and pass a solvency resolution each year.
Does a dormant company still pay the ASIC annual fee?
Yes. A proprietary company pays the full annual review fee, $342 from 1 July 2026, whether or not it trades.
Does a dormant company need to lodge tax returns?
A company must lodge if it derived income, carried on business or meets other listed conditions. A genuinely inactive company can advise the ATO that a return is not necessary, but not if it has an active ABN and operates a business during the year.
How much does it cost to deregister a company?
The ASIC fee for voluntary deregistration (Form 6010) is $52 from 1 July 2026. The company must have no liabilities, assets under $1,000, and all members must agree.
This content is general information only and is not legal, financial or tax advice. Laws and regulations change often. For advice on your circumstances, speak to a qualified adviser.