Reinstatement of the registration of a companyA guide for company officers seeking to restore their company to the corporate register. 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 were never deregistered. How can a company be reinstated?There are two different methods to request the reinstatement of a company: 1. Application to ASICApply to ASIC 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. However it is not enough just for the reinstatement to be convenient for you. For your application for reinstatement to be considered you must be able to demonstrate relevant facts to support that the company should not have been deregistered. 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 that will demonstrate that:
For companies deregistered voluntarily or wound up (liquidation) You must be able to provide valid proof that will demonstrate that there was a procedural 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:
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. Send the completed Application for ASIC Reinstatement, together with supporting documents and payment for fees, to:
Australian Securities and Investments Commission P O Box 4000 Gippsland Mail Centre VIC 3841 DX 84416 Traralgon 2. Application to CourtApply to the Court for an 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 ASIC 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 with original prothonotary stamp that issues from 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 an ASIC Regional Office or the IPC for the relevant State or Territory of the company. Refer to the following address list. Court reinstatement - ASIC contact details Queensland
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
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 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. If the company name is no longer available, you will need to submit with the reinstatement application, a Form 205 Notification of resolution to change your company name, together with the prescribed fee of $330. 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. ASIC Policy Statement No 83 Reinstatement of companies provides further information on applications for reinstatement.
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