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Companies

Reinstate a company after deregistration

Key points:

  • If a company has been deregistered, you may be able to apply to have it reinstated.
  • A reinstated company is registered once again, and is treated as if it was never deregistered.
  • There are only some reasons you can apply for reinstatement.
  • Depending on why or how the company was deregistered, you may have to apply to ASIC or a court.
  • Third parties, such as liquidators or someone who has been negatively affected by the company's deregistration, can apply to have a company reinstated.

What deregistration means

Deregistration means that your company no longer exists as a legal entity.

When a company can be reinstated

Examples of when a company may be reinstated include:

  • there was a procedural oversight or defect in the procedure leading to the deregistration (such as a company being deregistered by ASIC for unpaid review fees when the review fee had actually been received by ASIC before the company was deregistered)
  • a company officeholder or member (shareholder) applied for voluntary deregistration but made an incorrect declaration on the application
  • someone started legal proceedings against the company before it was deregistered
  • someone believes they have been negatively affected (aggrieved) by the deregistration.

Who can apply for reinstatement

Only some people can apply for a company to be reinstated.

Company directors, secretaries and members

If you were a director, secretary or member (shareholder) of the company when it was deregistered, you can apply for reinstatement. You must:

  • not be disqualified from managing corporations, and
  • be able to confirm that the company will be solvent when it is reinstated.

Third parties

You can apply for reinstatement if you are:

  • a former liquidator of the company
  • a third party who started legal proceedings against the company before its deregistration, or
  • someone who believes they have been negatively affected (aggrieved) by the deregistration.

An aggrieved person might be a creditor or someone who had a contract with the company when it was deregistered, for example.

Reinstatement through ASIC

ASIC will only reinstate a company in some cases. This is called an ‘administrative reinstatement’. This can happen if:

If you chose to voluntarily deregister the company, you will need to prove that the declaration you made at the time was incorrect. If we deregistered the company, you will need to prove that it was an error.

You can apply to ASIC as a former officeholder or member, or as a third party.

To apply to us as a third party you must:

  • have started legal proceedings against the company before it was deregistered, and
  • be able to provide copies of court documents as evidence of those legal proceedings.

Reinstatement through a court

You can apply to a court for an order that ASIC reinstate a company. This must be a superior court such as the Supreme Court, the Federal Court or the Family Court.

You can go to court only if:

  • you are a former liquidator
  • you believe you have been negatively affected (aggrieved) by the deregistration.

Situations when you can apply for a court order include:

  • ASIC is unable to administratively reinstate the company
  • the company was in liquidation prior to deregistration
  • the company will not have any directors on reinstatement
  • the company was deregistered under a previous Companies Code or previous companies legislation.

We recommend that you get legal advice before you apply for a court order.

How to apply for reinstatement

How you apply for reinstatement depends on whether you need to apply through ASIC or a court:

More information