Most simple, debt-free closures involve distributing whatever's left in the company — cash, equipment, sometimes property — to shareholders before deregistering. That distribution can be a taxable event, and it's easy to miss if you're focused on the ASIC paperwork.
Why a distribution can trigger CGT
When a company distributes assets to shareholders as part of winding up, this generally triggers CGT event C2 (cancellation, surrender or similar ending) for the shareholders in respect of their shares, and the company itself may have CGT consequences on transferring or disposing of the underlying assets. The value distributed is compared against the shareholder's cost base in their shares to work out any capital gain or loss.
Cash distributions vs in-specie transfers
Distributing cash is administratively simple but still needs to be accounted for against share cost base. Distributing physical assets (equipment, property, IP) "in specie" is more involved — the asset needs to be valued at market value at the point of transfer, and that value flows into both the company's and shareholder's tax positions.
Franking credits
If the company has a franking account balance, a final distribution can often be franked, which affects the shareholder's tax outcome on the distribution. This is a genuine opportunity to get right (or a genuine cost to get wrong) and is squarely tax-agent territory.
Why this matters for a "simple" closure
None of this changes whether you're eligible for ASIC voluntary deregistration — that's governed by the separate assets-under-$1,000 and no-liabilities tests. But CGT on the distribution is a shareholder-level tax outcome that exists regardless of how smoothly the ASIC side goes, and it's easy to assume a debt-free, simple closure has no tax consequences at all. It usually does.
This is general information, not tax advice — get a registered tax agent to work out the actual CGT position before any final distribution, especially if real property or significant assets are involved.