You were a member of a deregistered company

In limited circumstances an application can be made to ASIC for a transfer of property to the members of a company at deregistration.

ASIC may, but is not obliged to, act on behalf of a deregistered company to transfer property to its members at deregistration.

This page contains:

Am I entitled to outstanding company property?
How to apply to ASIC for a transfer
More information

Am I entitled to outstanding company property?

A member of a deregistered company cannot deal with the property of the deregistered company as it vests in ASIC.

Members of a company are not automatically entitled to company property. Members are only entitled to a company's surplus property after the completion of a winding-up, and all liabilities have been satisfied. If the company did not complete a winding-up, then ASIC will not act as a 'de facto' liquidator to distribute outstanding deregistered company property.

How to apply to ASIC for a transfer

Generally there are 2 cases where ASIC may consider an application to transfer, rather than require company reinstatement. The application requirements depend on which case applies. Instructions for submitting your application are contained in the relevant Checklists below.

Case 1: The company deregistered after a members' voluntary winding up

Use this Checklist to prepare, and then submit, your application to ASIC:

Checklist: Transfer of Property to Member under s601AF

Checklist: Transfer of Property to Member under s601AF (PDF 530 KB)

You will also need to complete the following indemnity used when making an application to ASIC's Property Law Group for the transfer of property, from a company that has become deregistered, under section 601AE(2) of the Corporations Act 2011.

Indemnity: Transfer - Section 601AF

Draft indemnity: Transfer under section 601AF (word 61KB)

Case 2: The company deregistered without a members' voluntary winding up

In this case, the property involved must be worth significantly less than the cost of ASIC reinstatement or ASIC reinstatement is not available.

ASIC generally exercises its discretionary powers under the Act to deal with vested property as a last resort only. Therefore, before applying to ASIC for a transfer, read our Top call centre questions if ASIC reinstatement is available to you. If it is, then it will be more convenient and perhaps more cost-effective for you.

See more information about applying for reinstatement of the company.

If the property is significantly less than the cost of ASIC reinstatement or ASIC reinstatement is not available, then use this Checklist to prepare, and then submit, your application to ASIC:

Checklist: Transfer of Property to Member under s601AE(2)

Checklist: Transfer of Property to Member under s601AE(2) (PDF 313 KB)

You will also need to complete the following indemnity:

This indemnity is to be used when making an application to ASIC's Property Law Group for the transfer of property, from a company that has become deregistered, under section 601AE(2) of the Corporations Act 2011.

Indemnity: Transfer - Section 601AE(2)

Draft indemnity: Transfer - Section 601AE(2) (word 61KB)

More information

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 inquiry 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.