Reinstatement of a company's registration
This is a guide for company officers seeking to restore their company to the Australian company register. All legislative references are to the Corporations Act 2001 (Corporations Act). Relevant legislation can be viewed in Chapter 5A of the Corporations Act 2001 
.
What is reinstatement?
When a company becomes deregistered, it is no longer recorded on our database as a registered company, and is therefore unable to trade or take any action as a body corporate.
Reinstatement returns the company to registered status as if it was never deregistered.
How can a company be reinstated?
There are two different methods to request reinstatement of a company. You may apply to us if you meet the reinstatement criteria outlined below. If you do not meet the criteria for ASIC reinstatement, you may apply to the court for an order that ASIC reinstates the company.
1. Applying to ASIC for reinstatement
If there are grounds to believe that the deregistration was incorrect
We can reinstate the registration of a company if we are satisfied that the company should not have been deregistered. You must be able to demonstrate the relevant facts to support this.
For companies deregistered by us for not lodging annual returns or returns of particulars or for not paying review fees
You must be able to provide valid proof demonstrating:
- a defect or oversight in the procedure leading to the deregistration; or
- the company was carrying on business or was in operation at the time it was deregistered.
For companies deregistered voluntarily or wound up (liquidation)
You must be able to provide valid proof demonstrating a defect or oversight in the procedure leading to the deregistration.
ASIC application: What is required before a company can be reinstated?
To apply for the reinstatement of your company you must complete the Application for ASIC Reinstatement 
and:
- Lodge a statutory declaration supported by appropriate documentation (where applicable).
- Lodge any outstanding documents with us. The documents must be fully completed and correct before any reinstatement action is taken.
- Pay all lodging and late fees arising from the lodgement of these documents and any other unpaid documents already on record.
- Pay all outstanding annual review fees, late review and late lodgement fees (if any) in full.
- Pay any outstanding penalty issued under a penalty notice to the company or one of the officers of the company, court-ordered fines and ASIC court costs.
- Pay the prescribed fee for the application for reinstatement.
You should contact us to obtain details of outstanding lodgements, lodgement fees, late fees, penalty notices and any unpaid fees for your company. You can telephone us on 1300 300 630 and we will email or post this information to you within 10 business days.
Send the completed Application for ASIC Reinstatement , together with supporting documents (including the statutory declaration) and payment for fees, to:
Reinstatement Applications
Australian Securities and Investments Commission
P O Box 4000 Gippsland Mail Centre VIC 3841
You do not need a corporate key to submit your reinstatement application. The corporate key is cancelled when a company is deregistered and a new corporate key issued to a company when it is reinstated.
How long will it take for my company to be reinstated to the register?
It takes between 14 and 28 business days to process an application and reinstate a company, provided that we receive all the relevant documents with the application.
2. Applying to the court for reinstatement
Applying for a court order that ASIC reinstates the company
If you cannot meet the requirements to apply to us for the reinstatement of the company, you can apply to the court (either the Federal Court of Australia or the Supreme Court of one of the states or territories).
People who feel disadvantaged by the deregistration of the company (e.g. creditors, other bodies taking legal action against the company, a former liquidator) may also apply to the court for the reinstatement of the company.
The court can make an order that we reinstate a company upon being satisfied that the company should be reinstated. The court may also make an order validating acts between deregistration and reinstatement, and any other order it considers appropriate.
Reinstatement by the court
Upon obtaining an order for reinstatement from the court, a copy of the order bearing an originally stamped seal of the Registry of the Court must be lodged with us, together with a completed Form 105 Cover page for office copy of a court order before we will restore the company's registration to the register.
If you need to take up this option, you should seek your own independent legal advice.
Applications for court reinstatement must be served on the address listed below for the relevant state or territory.
Note: this list only applies to court applications for reinstatement. For other reinstatement matters, please refer to ‘ASIC application: What is required before a company can be reinstated?’ within this information sheet for relevant contact details.
Court reinstatement - ASIC contact details
Queensland
Sarah Heke
Australian Securities and Investments Commission
Level 20, 240 Queen Street BRISBANE QLD 4000
GPO Box 9827 BRISBANE QLD 4001
Tel: (07) 3867 4860 Fax: (07) 3867 4800
All other States and Territories
ASIC Court Officer
Australian Securities and Investments Commission
14-22 Grey Street TRARALGON VIC 3844
PO Box 4000 GIPPSLAND MAIL CENTRE VIC 3841
Tel: (03) 5177 3050 Fax: (03) 5177 3999
How long will it take for my company to be reinstated to the register?
It generally takes three business days for us to reinstate a company to the register after we receive a court order.
What if someone else has used my company name while my company was deregistered?
When a company is deregistered, an application for registration of another company with the same name as the deregistered company is permitted. We are only required to ensure that no registered company has the same name as the new company applying for registration.
If the company name is no longer available, you will need to submit a Form 205 Notification of resolution with the reinstatement application to change your company name, together with the prescribed fee of $340.
What happens if my company is reinstated?
The company is taken to have never been deregistered. All the existing company officers are restored to their roles from the date the company was deregistered.
What happens if my company is not reinstated?
Your company cannot trade as it is not registered. Any remaining company assets become controlled by us and may be sold or redeemed due to a company ceasing to exist on deregistration.
You can apply to the court for this to be reconsidered.
ASIC Regulatory Guide 83 Reinstatement of companies (RG83) provides further information on applications for reinstatement.
| This is Information Sheet 4 (INFO 4). Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. |
ASIC Website: Printed 09/09/2010
