In Australia, companies that have been deregistered by the Australian Securities and Investments Commission (ASIC) may apply to be reinstated, allowing them to regain their legal status and resume operations.
There are many reasons why you may wish to reinstate a deregistered company, including the need to pursue legal claims, finalise financial matters, or address administrative or compliance issues that led to the deregistration.
The process for reinstatement can be done either through ASIC or the courts, depending on the circumstances surrounding the deregistration. Both routes have specific requirements and eligibility criteria.
1. ASIC Administrative Reinstatement
The administrative reinstatement process through ASIC is typically used for companies deregistered due to administrative oversights or compliance failures. ASIC may reinstate a company under sections 601AH(1) or 601AH(1A) of the Corporations Act (2001) (Cth) (the Act).
Key requirements of an ASIC reinstatement include:
(a) the applicant must be a director, secretary or member of the company at the time of deregistration or a person with a financial interest in the company;
(b) the applicant must submit a completed Form 581 and supporting documents demonstrating why the company should be reinstated;
(c) ASIC may require the applicant to notify all persons who were directors at the time of deregistration and provide evidence of this; and
(d) all outstanding fees and penalties must be paid to ASIC.
2. Court Reinstatement
The court reinstatement process is typically used for more complex cases involving legal disputes, extended periods of deregistration or companies that were wound up prior to deregistration. This application is made under s 601AH(2) of the Act, and may be made by a former liquidator of the company or a person aggrieved by the deregistration of the company.
Key requirements of a court reinstatement include:
(a) the application must be made to a superior court, such as the Supreme Court or the Federal Court.
(b) the application must state the grounds for reinstatement and include supporting documents;
(c) if the company was wound up prior to deregistration, the court will generally require the appointment of a liquidator upon reinstatement, unless there are grounds to dispense with this requirement; and
(d) A copy of the application must be served on ASIC, allowing them to provide input before the court makes a decision.
If you need assistance with reinstating your deregistered company, our litigation and dispute resolution team is here to help.
