On this page
- Why end an organisation?
- The process of ending an organisation
- Compulsory winding up for companies limited by guarantee and incorporated associations
- Voluntary deregistration or winding up of companies limited by guarantee
- Voluntary cancellation or winding up for incorporated associations
Why end an organisation?
Ending an organisation can be required for many reasons, but usually an organisation ends because it:
- no longer wants to pursue its objectives
- no longer has enough members, funding or committed people, or
- has made a decision to end
Ending an organisation is different to merging or amalgamating with another association (where two or more organisations combine), although sometimes it may be necessary to bring an organisation to an end after a merger or amalgamation is complete. For more information on amalgamation, go to our resources on amalgamation.
There are different steps for ending an organisation, depending on the legal structure of your group.
We have published information about:
- ending an incorporated association, and
- ending a company limited by guarantee
The process of ending an organisation
The steps for ending an organisation depend on:
- the legal structure of your organisation (ie. an incorporated association or company limited by guarantee)
- the manner in which the end of the organisation is coming to an end (voluntarily or compulsorily), and
- the organisation’s size and location
Our fact sheet on the process of ending an organisation covers:
- What is the process of distributing surplus assets?
- Can you wind up parts of your organisation?
- If your organisation is a registered charity, what do you need to do?
- How do people know your organisation has ended?
- If your organisation has DGR status, does this make a difference to the process?
- If your organisation is wound up, can you start up again later?
There are particular requirements for ending a registered charity. One of these is that registered charities must distribute any surplus assets to a charity with similar charitable objects (the specific requirements will often be set out in the charity’s constitution). Instead of a one-off donation to another similar charity, another option may be to establish a sub-fund at a local community foundation. This can continue the legacy of the closing charity by setting up enduring funding streams for other charities.
If your charity is closing it should seek legal advice on the distribution of surplus assets.
Compulsory winding up for companies limited by guarantee and incorporated associations
In some situations, an organisation will be wound up or cancelled without the consent of its members.
The circumstances in which this may occur vary significantly and may include where:
- the organisation is no longer able to operate
- the organisation has repeatedly failed to meet its compliance and reporting obligations, or
- there has been serious misconduct by the organisation
The process of compulsory winding up is set out under the Corporations Act 2001 (Cth) for companies limited by guarantee and the state-based legislation for incorporated associations.
Our fact sheet provides information about compulsory winding up, including:
- when an organisation can be compulsorily wound up
- winding up in insolvency and winding up on other grounds, and
- what happens if a court makes a winding up order
Voluntary deregistration or winding up of companies limited by guarantee
Under the Corporations Act 2001 (Cth), companies limited by guarantee can end in two ways:
- voluntarily - when the members of the organisation make a decision to end the company, or
- compulsorily - when a court orders that the organisation must end
Our fact sheet sets out the processes involved in voluntary deregistration and winding up of a company limited by guarantee.
Voluntary cancellation or winding up for incorporated associations
On many occasions, the ending of an incorporated association will occur by the consent of the members and committee. This will often be the case where an organisation has been set up for a particular cause (for example, a group set up to oppose a planning development), and that cause is no longer relevant.
Alternatively, a group may wish to simply end its association as it no longer wishes to pursue its objectives as an organisation.
The circumstances of the organisation are relevant when determining whether the organisation can voluntarily cancel its registration or whether the members need to wind up their organisation.
Our fact sheets outline the circumstances your organisation needs to consider when determining which approach to take. Select the state or territory where your organisation is based and download the relevant fact sheet:
The content on this webpage was last updated in March 2022 and is not legal advice. See full disclaimer and copyright notice.