You want to buy property owned by a deregistered company
A deregistered company cannot sell you property registered in its name. It needs to be reinstated before it can deal with the property itself.
If you wish to purchase property registered in the name of a deregistered company you may need to apply to ASIC.
When will ASIC sell property?
Examples of the kind of property that ASIC may sell include land, shares, trade marks, and water access rights. Applicants should note that ASIC is not usually in possession of property that has vested in it.
ASIC's power to sell property is discretionary and not mandatory. ASIC may not always exercise its discretion to sell property as requested by an applicant.
ASIC will not generally approve applications to sell property:
- held by the company on trust.
- owned by a deregistered company and subject to a dispute or where despite registration in the company's name, ownership is in any doubt (e.g. personal property that is in another party's possession).
- where any party (e.g. former officeholder, creditor) is reinstating the company.
There may however, be circumstances where ASIC might on its own initiative and not in response to an application, consider it appropriate to sell these kinds of properties.
Conditions of sale of property
Applications to purchase property from ASIC are subject to the following conditions:
- The property remains subject to any existing liabilities imposed on the property under a law.
- The property will be sold for market value although ASIC may consider reductions to the purchase price if appropriate.
- ASIC makes no representations or warranties whatsoever about the property.
- The onus is on the applicant to make thorough and comprehensive searches regarding ownership of the property and any encumbrances attached to the property.
- The property is sold as is and any items on the property will become the responsibility of the applicant.
- ASIC does not provide access to the property for inspections and only kerb-side viewing may be available.
- The onus is on the applicant to obtain vacant possession.
- An application to purchase vested property from ASIC will be suspended in the event ASIC receives an application to reinstate the registered proprietor, being the deregistered company. Should the company be reinstated, the property will re-vest in the company and therefore the application to purchase the property must be discontinued. If this occurs, ASIC will refund the application fee. If the company is not reinstated, the application to purchase the property can proceed. Applicants should set up a company alert to monitor the status of the company.
- All fees including searches, registration, legal fees, stamp duty, etc. are the responsibility of the applicant.
How to apply to ASIC to purchase vested property
Use this Checklist to prepare, and then submit, your application to ASIC:
Download PDF Checklist – Purchase Vested Property (PDF 1.1 MB)
You will also need to complete this indemnity: Purchase of vested property from ASIC
Instructions for submitting your application are contained in the Checklist.
How long will it take to assess your application
ASIC usually makes a decision within 60 days of receipt of all requested materials. You need to take this timeframe into account and if necessary, re-schedule any transactions (e.g. settlement dates) to include this 60 day period. Delays occur when incomplete applications are submitted.
Please allow at least 30 days before enquiring about the progress of your application.
In certain situations, ASIC may consider applications on an urgent basis (i.e. within a specific and short timeframe). However, ASIC will only do so in exceptional circumstances because this would give the urgent application priority over other applications lodged in a more timely manner.
Applicants must therefore clearly demonstrate that the urgency results from factors beyond their reasonable control that they could not have reasonably foreseen. Settlement of a contract of sale is not a sufficient basis for urgent consideration.
Do you need legal representation
While ASIC receives many satisfactory applications from applicants directly, you may wish to consider seeking independent legal advice. ASIC is only able to provide you with guidelines on how to make the application.
This is only a general guide as to ASIC's approach to the property and rights that pass to ASIC and the Commonwealth on deregistration of a company. This document does not represent legal advice and should not be interpreted as such. Each application or enquiry will be considered on its facts and decided on its individual merits, based on all the information available to ASIC at the time. We encourage you to seek your own professional advice to find out how the law applying to deregistered companies affects your individual circumstances.