Closing your company? Do these first.

Subscriptions lapse, cards get cancelled and admin accounts sit in personal inboxes. Secure the work first; everything else depends on it.

• List everywhere the work livesCode hosts (including archived and private repositories), issue trackers, wikis, design files, cloud storage, CI, app store and domain accounts. Note who holds the admin login for each.
• Mirror every repository with its full historyUse git clone --mirror and include Git LFS objects. Pull request reviews and discussions live on the code host, not in git, so export them too (an organisation export or the API) before the account closes. Run the provenance check on each mirror.
• Export workspace data before subscriptions endSlack, Jira, Confluence, Notion, Figma and Google Workspace each have their own export, and what you can export can depend on your plan. A failed card payment can start a deletion countdown.
• Keep admin access with at least two directorsMove owner roles off departing staff, store recovery codes, and make sure no account depends on one person’s phone.
• Rotate and revoke credentialsCloud, payment and API keys outlive the company if no one revokes them. Remove secrets from code before anyone else receives a copy.

Buyers ask for the chain of ownership before anything else. Gaps are easiest to fix while people still answer email.

• Confirm the company owns the codeAUEmployees’ work made under their employment usually belongs to the company. Contractors and founders who wrote code before incorporating own their work unless they assigned it in writing, signed (Copyright Act 1968, s 196(3)). Collect missing assignments now.
• List third-party and open-source codeBuyers exclude what isn’t yours. The provenance check lists licence files, SPDX tags, copyleft markers and vendored folders.
• Read client, publisher and investor agreementsLook for IP ownership, exclusivity, confidentiality and consent clauses. Shareholder agreements often require investor approval to sell major assets.
• Separate personal informationAUCustomer records, staff files and private messages aren’t training data. If the company is covered by the Privacy Act 1988, APP 11.2 requires destroying or de-identifying personal information it no longer needs. Anything supplied to a buyer is scrubbed of personal information first.

Selling company assets while closing is normal. Doing it fairly, and in the right order, protects you as a director.

• Check solvency honestlyAUCan the company pay its debts as they fall due? Directors must not let a company incur debts while insolvent (Corporations Act 2001, s 588G); the safe harbour in s 588GA can help when a better outcome is being pursued with advice.
• Sell at a fair price, at arm’s lengthAUMoving assets for less than market value in a way that leaves creditors short can be a creditor-defeating disposition (s 588FDB), and a liquidator can unwind uncommercial transactions. Keep the appraisal, offers and correspondence on file.
• Pay employee entitlementsAUFinal wages, leave and superannuation. If the company goes into liquidation without enough money, the Fair Entitlements Guarantee may cover some entitlements.
• Get board and shareholder approvalsMinute a board resolution approving the sale and the wind-down. Check the constitution and any shareholders’ agreement for votes or consents needed.

Once the company is gone, so is its ability to sign. This is the window to realise value from the code and workspace data.

• Know what buyers look forToday’s AI training-data buyers ask for code that was never public, never licensed for AI before, with 250+ human-reviewed pull requests, intact git history and mostly human authors, plus ownership documents and no personal information. Workspace data (tickets, docs, design files) is wanted too, once scrubbed.
• Get an appraisal and a rangeThe codebase value estimator gives an illustrative range in a minute. A real appraisal looks at the work itself and the current buyer briefs.
• Choose a sale or a licenceA licence needs someone to stand behind it for its term, so a company that’s closing usually sells outright or assigns the IP to a continuing owner first. Licences suit founders who want to keep using the code.
• Sign while the company still existsAUThe company signs the assignment, with director authority. After deregistration, property the company still owns vests in ASIC (Corporations Act 2001, s 601AD), which makes a later sale slow.
• Account for the proceedsAUThe sale goes into the final accounts. GST can apply if the company is registered, and the sale can have income tax or capital gains consequences. Ask your accountant before you sign.

Only after the IP has been dealt with, the money is accounted for and the records are safe.

• Apply for voluntary deregistration, or appoint a liquidatorAUVoluntary deregistration (ASIC Form 6010) needs all members to agree, the company to have stopped trading, assets under $1,000, no outstanding liabilities or legal proceedings, and ASIC fees paid (Corporations Act 2001, s 601AA). Otherwise a liquidator winds it up.
• Final BAS and tax return; cancel GST registration and the ABNAULodge outstanding returns with the ATO, finalise PAYG withholding and super, then cancel registrations once the company has stopped.
• Keep the books somewhere safeAUCompanies must keep financial records for seven years (Corporations Act 2001, s 286). Agree who holds them after deregistration, with your accountant.
• Cancel subscriptions and transfer domains lastOnly after exports are verified and any buyer has received what they bought. Transfer domains and app listings rather than letting them lapse if they were part of a sale.
• Tell customers and usersGive notice, a chance to export their data, and confirm what happens to it under your privacy policy.