A company that has stopped trading is still a company. ASIC still expects the annual review fee ($342 for an ordinary proprietary company in 2026-27) and a solvency resolution each year, and the ATO still expects either a company tax return or a non-lodgment advice, plus a BAS for as long as the company is registered for GST.
The details below are as at October 2026, from ASIC’s and the ATO’s own pages (linked at the end). The cleanest way out of the yearly obligations is to close the company properly, which is covered in the last section.
What ASIC expects every year
Each year, after your company’s annual review date, ASIC sends an annual statement. You then have three things to do.
- Pay the annual review fee. It is due by the date on the statement, usually 2 months after the annual review date.
- Check the company details on the statement (addresses, share structure, officeholders, members) and update them if they are wrong. Changes to company details have to be made within 28 days of the change.
- Pass a solvency resolution. The directors must pass it within 2 months of the annual review date, unless the company lodged a financial report with ASIC in the past 12 months. It states whether, in the opinion of a majority of the directors, the company can pay its debts when they are due, and the opinion must be based on good evidence. A positive resolution is kept in the company’s own records and does not go to ASIC. A negative resolution, or no resolution within the 2 months, has to be notified to ASIC within 7 days using Form 485.
The fees for 2026-27
ASIC indexes its fees each year from 1 July. The figures from the 2026-27 fees page are:
| Item | Fee |
|---|---|
| Annual review, proprietary company (except special purpose) | $342 |
| Annual review, special purpose company that is a proprietary company | $70 |
| Annual review, special purpose company that is not a proprietary company | $65 |
| Annual review, public company (except special purpose) | $1,591 |
| Late payment fee, up to 1 month late | $102 |
| Late payment fee, more than 1 month late | $428 |
| Applying for voluntary deregistration (Form 6010) | $52 |
“Special purpose company” is a narrow legal term (the Corporations (Review Fees) Regulations 2003 define it). ASIC names three main types: superannuation trustee companies (acting solely as trustee of a regulated super fund), home unit companies and not-for-profit companies. A holding company or a company that has stopped trading isn’t special purpose just because it is quiet, so the proprietary company fee is the one that normally applies. Your annual statement shows the amount you owe.
If the fee isn’t paid on time, a late fee applies, and ASIC can consider deregistering the company on its own initiative. The fee is also payable even if the company did nothing all year.
What the ATO expects
Tax return or non-lodgment advice
The ATO’s general rule is that you need to lodge a tax return if you carried on a business, even if it earned no income, and a company that operates a business lodges a company tax return. If a return isn’t needed for an income year, the ATO wants to be told before the lodgment due date, which avoids compliance action and an earlier lodgment date the following year. A registered tax agent can notify the ATO that a company’s return is not necessary.
Whether a particular dormant company can skip the return depends on its facts. The ATO’s guidance for agents says the notice can’t be used for a year in which the company was sent a lodgment demand, had an active ABN and was operating a business, or had PAYG instalment credits. The ATO publishes no simpler rule for an inactive company than that, so ask a registered tax agent or the ATO before assuming either way.
BAS, if the company is still registered for GST
If the company is registered for GST, it still has to lodge a BAS for each period, and the ATO says that if there is nothing to report, a nil activity statement should be lodged by the due date to prevent a demand notice. When the company is no longer operating, the ATO says you must cancel its GST registration within 21 days of closing the business. If the company no longer carries on a business but stays registered with ASIC, it must cancel its GST registration, and it can choose to keep its ABN.
The cancellation date should be the last day you want to be registered, and you can’t cancel if you have already lodged a BAS for the period that contains that date. A final BAS covers the period the cancellation takes effect in, including any sale of the company’s assets, and any outstanding BAS has to be lodged too. Cancelling GST registration doesn’t cancel other registrations: if the company is registered for PAYG withholding or PAYG instalments, it must keep lodging activity statements for those.
Closing it for good: voluntary deregistration
If the company will never be used again, ASIC lets you apply to deregister it. A company must meet all of these:
- All members agree to deregister.
- The company is not conducting business.
- Its assets are worth less than $1,000.
- It has no outstanding liabilities (for example, unpaid wages).
- It is not involved in any legal proceedings.
- It has paid all fees and penalties payable to ASIC.
ASIC suggests disposing of the company’s assets first, because otherwise they usually vest in ASIC or the Commonwealth after deregistration. The application (Form 6010) carries the fee in the table above, and ASIC doesn’t refund it even if the application is rejected. If you want to avoid the next annual review fee, ASIC says to apply at least 2 weeks before it is due, and if the notice isn’t published before the fee is due, you will have to pay it before the company can be deregistered. The company may be deregistered 2 months after ASIC publishes the notice.
On the ATO side, a company must lodge a final tax return before it is deregistered. Once a company is deregistered, the ATO can’t process a company tax return for it. A company that doesn’t meet the voluntary deregistration conditions but is solvent can be wound up instead, and an insolvent one needs professional accounting and legal advice.
A worked example
Harbour Holdings Pty Ltd was set up to hold shares and a loan, and has done nothing since the shares were sold and the loan was repaid in 2025. It is still registered for GST. It has no employees, assets worth $400 in the bank and no debts. It has one shareholder.
If Harbour keeps the company, each year it faces the $342 annual review fee, a solvency resolution, and a company tax return or a notice that no return is needed. Because it no longer carries on a business, the ATO’s rule is that it must cancel its GST registration (it can keep its ABN), so its BAS obligations end with a final BAS. If it deregisters, it lodges its final BAS, cancels GST, lodges a final tax return, and pays the $52 application fee. If ASIC publishes the notice before the next annual review fee is due, the company avoids that $342 and the yearly paperwork.
Questions
Does a dormant company still have to pay the ASIC annual review fee?
Yes. The fee is charged to every registered company, whether or not it traded. For 2026-27 it is $342 for an ordinary proprietary company, and your annual statement shows the amount you owe.
Does a dormant company need a solvency resolution?
Yes, within 2 months of the annual review date, unless the company lodged a financial report with ASIC in the past 12 months. A positive resolution is kept in the company’s records and not sent to ASIC.
Do I still lodge a BAS for a dormant company?
If the company is still registered for GST, yes, including a nil BAS if there is nothing to report. If it has stopped operating, the ATO says to cancel the GST registration within 21 days.
How do I close a dormant company?
If it meets ASIC’s conditions (all members agree, no business, assets under $1,000, no liabilities, no legal proceedings, ASIC fees paid), apply for voluntary deregistration with Form 6010. If it doesn’t, it may need to be wound up. A registered tax agent or accountant can help with the ATO side.
Where Beans fits
A company with no activity still has books to keep tidy until it is closed. Beans keeps them as you go: bank lines and receipts are recorded in the right entity’s books as they arrive, across several entities and your personal money, and it only asks when the call is yours to make, such as whether something belongs to the company or to you. For a company still registered for GST, it works up the BAS from books that are already done, and the BAS waits for your yes.
Sources (ASIC and ato.gov.au, checked 15 October 2026): Company annual review (ASIC), Fees for commonly lodged documents (ASIC), Special purpose companies (ASIC), Voluntary deregistration of a company (ASIC), Income tax return (ATO), Cancelling your GST registration (ATO), Completing your last GST BAS (ATO), Notify us if lodgment is not required (ATO).
General information, not tax advice.