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Winding up a charity is permanent. Doing so means the charity no longer exists and must cease all operations.

A charity can be subject to either voluntary winding up, or compulsory winding up.

There are a number of circumstances in which a charity may be voluntarily wound up – for example, it may have achieved its purpose, or it may no longer be able to find people to govern the charity’s operations or carry out its work.

There are also circumstances where a court may order that a charity wind up – for example, if it is insolvent, meaning it cannot pay all of its debts when they are due, or does not comply with certain important legal requirements.

If a decision is made to wind up a charity, the Responsible People must ensure they follow the charity's governing document, as well as all legal requirements during the process.

Why a charity may wind up

A charity that is solvent (able to pay all of its debts when they are due) may voluntarily wind up for a number of reasons, such as:

  • it has achieved its purpose
  • it is unable to get funding, or
  • it is unable to find people to govern the charity or to volunteer.

In these circumstances, a charity must remain solvent while it is winding up.


Generally, a charity that is insolvent – unable to pay all its debts when they are due – should consider appointing an administrator or liquidator to manage its affairs. In some cases, this will result in the charity being wound up.

If a charity is insolvent, one of its creditors may apply to the court for an order that the charity be wound up. This is called compulsory winding up or involuntary winding up.

A charity may be insolvent if it:

  • has overdue taxes
  • is behind on loan repayments
  • is operating at a loss, or
  • is unable to pay for goods it has received.

See our factsheet about charities and insolvency for more information.

Other reasons

A charity may also be compulsorily wound up by a court for other reasons – for example, if it has no members, or because it has not operated for a year.

A state or territory incorporating regulator may also be able to wind up a charity – for example, if it does not comply with certain legal requirements (such as having a defined minimum number of members).

For more information about compulsory winding up, refer to the Australian Securities and Investments Commission (ASIC) or your state or territory regulator.

How to wind up a charity

Winding up may involve a number of steps. They may include:

  • first agreeing to wind up
  • appointing an independent administrator or liquidator
  • ending or cancelling contracts
  • paying debts
  • distributing surplus assets like leftover money and property
  • closing bank accounts
  • disbanding the governing body such as the board or committee of management
  • cancelling the charity’s registration as a legal structure
  • cancelling the charity’s registration with the ACNC
  • cancelling the charity’s ABN.

Of course, this is not an exhaustive list of steps for how to wind up a charity. The exact steps your charity may need to take may depend on its legal structure or other factors.

You must follow your charity’s governing document and any relevant legislation when winding up.

If your charity is incorporated, the winding up process may vary depending on who your charity’s incorporating regulator is.

For example, your charity may be an incorporated association registered with your state or territory regulator, or a company limited by guarantee registered with ASIC.

The process may also vary depending on other factors, such as the value of your charity’s assets, or whether your charity has any outstanding debts.

Each incorporating regulator has different processes, forms and other legal requirements. For example, your incorporating regulator may require you to appoint a liquidator if your assets are worth more than a certain amount.

When you decide to wind up, you need to visit your incorporating regulator’s website, or contact it directly. Generally, incorporating regulators have step-by-step guides and detailed information on winding up available on their websites.

To find your incorporating regulator, see our list of regulators that may affect charities.

You may also need to formally notify other regulators that your charity is winding up, such as the ATO.

After you have cancelled registration with your charity’s incorporating regulator, you no longer need to meet that regulator’s legal requirements.

When you are winding up your charity, you must follow your charity’s governing document.

Many registered charities’ governing documents have a ‘winding up clause’ (also called a ‘dissolution clause’) that says that you must give any ‘surplus assets’ to another charity with similar purposes.

The governing document may set out a procedure for choosing the charity that receives your charity’s surplus assets.

Generally, your members also need to agree on how your charity’s surplus assets will be distributed after it winds up.

There may be other legal requirements you need to meet before, during and after you wind up.

For example, if your charity has paid employees you must comply with all legal requirements towards them when you wind up.

This means you must know the requirements of the relevant awards, enterprise agreements and workplace laws in the context of your charity winding up.

Make sure you tell your landlord, electricity supplier or anyone else that you have contracts or arrangements with that your charity is winding up, and ensure you meet any obligations your charity has to them.

You also need to tell members, volunteers, employees, clients and donors – as well as potentially the local community and the public – that your charity is winding up.

To revoke your registration as a charity with the ACNC, you need to apply to have your charity’s registration revoked in the Charity Portal.

After signing into the Portal, click on your charity’s name, then go to ‘Manage other charity details’ to find the form.

Before applying to revoke your charity’s registration, you must submit outstanding Annual Information Statements (and annual financial reports, if applicable) for each reporting period that your charity was registered.

If you don’t do this, you must explain why when you apply to revoke your registration.

The ACNC will decide whether to approve your charity’s application to revoke its registration based on our Commissioner’s Policy Statement: Voluntary revocation.

In some cases, the ACNC has the power to revoke your charity’s registration without you applying to do so.

One example might be if your charity has a trustee in bankruptcy, a liquidator, or a person appointed or authorised under an Australian law to manage the charity because it is insolvent.

See our Commissioner’s Policy Statement: Revocation by the ACNC for more information.

Effect of winding up your charity

When your charity is wound up, it no longer exists and must stop all operations. This means that your charity:

  • cannot conduct any activities
  • cannot fundraise or accept donations
  • is not eligible for charity tax concessions, and
  • does not have to report to the ACNC or other regulators.

Your charity will retain a listing on the ACNC Register but will be identified as being no longer registered with the ACNC.