Effects of deregistration
A company may be deregistered after it is closed down (e.g. voluntary deregistration), liquidated (by the members, court or creditors) or struck off the register of companies by ASIC (e.g. for outstanding annual review fees).
Normally once a company is deregistered:
- it ceases to exist as a legal entity and can no longer do anything in its own right
- property the company owned (other than trust property) vests in ASIC
- property held by the company on trust vests in the Commonwealth (represented by ASIC)
- the former officeholders no longer have the right to deal with property registered in the company's name
- any legal proceedings in which the company is a party cannot be continued (in so far as they relate to the deregistered company)
- you cannot start legal proceedings against the company.
Deregistered company property vests in ASIC or the Commonwealth and ASIC is generally the only party legally able to deal with company property after deregistration. However there are some exceptions, e.g. secured parties and Land Titles Office Registrars (who have various powers in relation to land dealings under State/Territory Legislation) can deal with the company's property despite deregistration.
What property does not vest?
Property does not vest in ASIC or the Commonwealth in the following circumstances:
- Companies under external administration or in strike-off are still registered companies and ASIC cannot deal with property in a registered company's name. Information on stopping or deferring deregistration can be found here.
- Business names registered in the name of a company, do not vest in ASIC or the Commonwealth when the company becomes deregistered as they are cancelled by ASIC (see s50 of the Business Names Registration Act 2011). You will need to contact ASIC's Registry Services team (online at www.pthybec.com/question or by phone 1300 300 630).
- Companies deregistered under s1440 of the Corporations Law (usually subsidiaries of the State Bank of South Australia). If the property is registered in the name of a company deregistered under this section, please contact the South Australian Department of Treasury and Finance (treasury.sa.gov.au).
- Building Societies, Friendly Societies and Credit Unions deregistered prior to 1 July 1999. If you are seeking to deal with property belonging to any of these bodies, you will need to contact the Australian Prudential Regulation Authority, APRA (apra.gov.au), and/or the Commonwealth Treasury Department (treasury.gov.au) to ascertain the relevant State authority that has the power to deal with the property.
- Property registered in the name of a deregistered or dissolved association or incorporation. Associations and incorporations are generally not registered under corporation legislation but under specific State/Territory legislation. The vesting of outstanding property of those entities will depend on the provisions of the specific legislation the entity was dissolved under. You will need to contact the relevant Fair Trading or Consumer Affairs Department in your State or Territory.
- Property disclaimed?by a liquidator vests in the Crown in right of the State. If you are asserting an interest in such property you need to contact the relevant State Crown Solicitor. (NB. if the disclaimed property is real property in NSW, the relevant contact may be Crown Land NSW.) You should also seek independent legal advice about your rights, including whether you can apply for a Court order to have the property vested in a person?entitled to the property or a person whom the Court decides appropriate.?As ASIC is not vested with the disclaimed property, ASIC should not be made a party to the proceeding.
For more information see:
- Property of a deregistered foreign company
- Deregistered company books and records
- Deregistered company bank accounts
- A deregistered company owes me money
- Legal proceedings with a deregistered company
- A deregistered company is a party to a PPSR security interest
- Applying to ASIC to deal with property of a deregistered company
Who to contact at ASIC
Property Law Group, in Brisbane, handles all applications and enquiries Australia wide concerning the outstanding property of deregistered companies. Please ensure you identify the deregistered company by name and ACN and attach evidence of the deregistered company's property (e.g. title search for land or mortgages, or a holding statement for shares) when contacting the Property Law Group either:
ASIC Property Law Group
GPO Box 9827
Brisbane Qld 4001.
Please do not post a copy of any document sent electronically unless requested.
- Information about the deregistration process
- Information about company reinstatement
- Information about unclaimed money
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 enquiry 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.