If you’ve discovered your company has been deregistered (or you’re worried it’s about to be), you’re not alone. For startups and small businesses, it can happen surprisingly easily - a missed annual review fee, outdated registered office details, or simply not realising ASIC correspondence was going to an old address.
The good news is that, in many cases, you can reinstate a deregistered company - but the right pathway depends on how the deregistration happened, when it happened, and what you need the company for now.
In this guide, we’ll walk you through what it means to reinstate a company on ASIC’s register, what to do first, and the practical steps to get your business back on track (without getting stuck in avoidable delays).
What Does “Deregistered” Mean, And Can You Reinstate A Company With ASIC?
In Australia, a company is registered with the Australian Securities and Investments Commission (ASIC). Once registered, your company has an Australian Company Number (ACN) and is recognised as a separate legal entity.
When a company is deregistered, it generally stops existing as a legal entity. Practically, that can affect:
- Trading and contracts (your ability to enter into contracts as the company)
- Banking and finance (bank accounts and facilities may be frozen or closed)
- Owning assets (company property can be affected - see note below)
- Employment (you may be unable to lawfully employ staff through the company)
- IP and brand ownership (ownership questions can arise if records aren’t clear)
A key point people miss is what happens to company property on deregistration. Under the Corporations Act 2001 (Cth), property that the company owned just before deregistration can vest in ASIC (and then the Commonwealth), which can create real complications if there are bank balances, equipment, or other assets involved.
Whether you can reinstate the company on ASIC’s register depends on key details, including:
- Was the company voluntarily deregistered (you applied for it), or did ASIC deregister it?
- How long ago was it deregistered?
- Are you eligible to apply for reinstatement, and which process applies?
It’s also worth knowing that there are generally two main pathways to reinstatement:
- ASIC reinstatement (administrative reinstatement in limited situations)
- Court reinstatement (where ASIC reinstatement isn’t available, or you need broader orders)
We’ll unpack both below, but first, it helps to pinpoint why the company was deregistered.
Why Companies Get Deregistered (And Why It Matters For Reinstatement)
The reason for deregistration is not just “background information” - it affects the steps you need to take to reinstate the company, what evidence you might need, and whether ASIC can handle it administratively or you’ll need a court order.
1) ASIC-Initiated Deregistration (Common For Small Businesses)
ASIC can deregister a company for administrative reasons. Common triggers include:
- Not paying annual review fees
- Not lodging required documents
- ASIC correspondence being returned (for example, your registered office address is outdated)
- Not having at least one director (where required)
If ASIC initiated the deregistration, there may be an administrative path to reinstatement - but it depends on timing and whether the Corporations Act criteria are met (including who is applying and the circumstances of deregistration).
2) Voluntary Deregistration (You Applied For It)
Some founders voluntarily deregister a company because they believe it’s no longer needed - then later realise they need it again (for example, to finalise a deal, recover assets, or manage past tax affairs).
Voluntary deregistration can still be reversed in many cases, but you’re often looking at the court reinstatement pathway rather than ASIC’s administrative process.
Sometimes reinstatement is linked to a broader issue - a shareholder dispute, creditor claims, property ownership, or litigation. In these situations, reinstatement might be necessary so the company can:
- start or defend legal proceedings
- deal with outstanding assets or liabilities
- complete an unfinished transaction
This is where getting advice early really matters, because you don’t just want reinstatement - you want reinstatement that actually solves the problem you’re trying to fix.
Before You Apply: The Quick Checks That Save You Time
If you’re about to jump into forms, take 10 minutes to get the key facts clear first. These checks often prevent unnecessary back-and-forth.
Confirm The Deregistration Details
Start by confirming:
- the company’s name and ACN
- the deregistration date
- whether deregistration was ASIC-initiated or voluntary
- your relationship to the company (director, shareholder, creditor, etc.)
Timing matters. For example, administrative reinstatement by ASIC is generally only available in limited circumstances and typically needs to be sought within a relatively short period after deregistration. If too much time has passed, court reinstatement may be the only option.
Identify The Practical Reason You Need Reinstatement
It’s worth writing this down in plain English. For example:
- “We need the company reinstated so we can sell the business assets.”
- “Our startup needs the company reinstated to access the bank account and invoice clients.”
- “We need to reinstate the company so it can be a party to a contract dispute.”
This reason will often shape the evidence and the type of application required.
Check What Else Needs Fixing At The Same Time
Reinstatement is often the first step - but not the last. If you’re bringing your business back to life, you may also need to review your setup and internal governance documents (especially if your founder group has changed since deregistration). For example, it may be the right time to update your Company Constitution or put a tailored Shareholders Agreement in place.
How To Reinstate Company ASIC Registration: Step-By-Step Pathways
There isn’t a single one-size-fits-all process, but most small businesses will fall into one of the pathways below.
Pathway 1: ASIC Administrative Reinstatement (When Available)
Administrative reinstatement is generally the simpler option, but it’s only available in certain situations. Broadly, it may apply where ASIC deregistered the company (rather than the company being voluntarily deregistered) and the application is made within the period allowed under the Corporations Act 2001 (Cth) (commonly within 12 months of deregistration), provided the eligibility criteria are met.
Practical steps usually include:
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Confirm you’re eligible to apply
Usually, eligibility involves being a person with a recognised connection to the company (such as a former director or member) and meeting the timing requirements.
-
Bring outstanding ASIC obligations up to date
This often includes outstanding review fees and ensuring key details are correct (registered office, director details, etc.).
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Lodge the reinstatement request
You’ll need to provide the information ASIC requires and pay the relevant fees. If anything is missing, ASIC may request further details, which can delay the outcome.
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Confirm reinstatement and update your records
Once reinstated, make sure you download and store updated ASIC records. You may also want to obtain an ASIC Certificate of Registration if you need proof for banks, investors, or counterparties.
If your reinstatement is urgent (for example, a deal is waiting), it’s important to get the application right the first time - because delays often happen when details don’t match, addresses are outdated, or supporting information isn’t clear.
Pathway 2: Court Reinstatement (When ASIC Can’t Reinstate It Administratively)
If administrative reinstatement isn’t available, you may still be able to reinstate the company through a court order.
This pathway is commonly used where:
- the company was voluntarily deregistered
- it’s been too long since deregistration for ASIC’s administrative reinstatement (for example, more than 12 months)
- there is a dispute or asset issue that needs court-backed orders
- you need clarity on assets, liabilities, or legal proceedings involving the company
While court reinstatement is more involved, it can also be more powerful because the court can make orders dealing with practical consequences (depending on your situation). Court applications also need to be made within the statutory timeframe (commonly up to 15 years from deregistration under the Corporations Act, subject to the facts and the relief sought).
In broad terms, the court process may involve:
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Preparing evidence explaining why reinstatement is justified
For example: why you need the company reinstated, who is affected, and what the consequences are if it stays deregistered.
-
Notifying relevant parties (if required)
This can include ASIC and sometimes other interested parties depending on the facts.
-
Filing the application in the appropriate court
The correct forum depends on your circumstances and jurisdiction.
-
Receiving the court order and lodging it with ASIC
ASIC will then update the register to reinstate the company in accordance with the order.
If you’re running a startup, this can feel like a big step - but it’s often the cleanest way to fix the problem properly, especially where there are contracts, capital raising plans, or assets involved.
Pathway 3: If You Don’t Need Reinstatement (But You Still Need A Company)
Sometimes, after looking at the timeline and costs, reinstatement isn’t the most practical option - especially if the company has no assets, no contracts you need to preserve, and no unresolved disputes.
In that case, you may be better off registering a new company (and rebuilding cleanly). If you’re going down that route, a structured Company set up can help ensure your new entity has the right foundation from day one.
This is also a good time to check whether your business name, branding, and IP are held in the right place - so you don’t run into the same “entity mismatch” issues later.
What To Do After Reinstatement: Compliance, Contracts And Housekeeping
Successfully reinstating the company is a major milestone - but it’s not the finish line. The next step is making sure your business is compliant and operational again.
Once reinstated, confirm that ASIC’s register correctly shows:
- current directors and secretaries
- your registered office and principal place of business
- member (shareholder) details where applicable
Outdated details are one of the most common reasons companies fall into trouble again - especially if key correspondence continues to go to an old address.
Check Banking, Payments And Contracts
In practice, you may need to:
- re-confirm signing authorities with your bank
- review any contracts that were “in progress” during deregistration
- re-issue invoices and confirm entity details on your agreements
If you plan to sign new contracts soon (supplier deals, customer agreements, platform terms), it’s worth ensuring the contracting entity is now clearly and correctly identified.
Fix Your Company Records (Especially For Startups With Changing Ownership)
Startups often change quickly: new co-founders, early team equity, advisors coming on, or investors joining.
After reinstatement, make sure your corporate records reflect reality. This can include issuing or re-issuing Share Certificates, and ensuring decisions are properly documented.
If you’ve had changes in the founder group (or you’re planning a raise), it can also be a good time to do a structured legal clean-up - for example, through a Legal health check so you can spot gaps before investors or counterparties do.
Be Clear On Who Can Sign And How The Company Is Governed
Reinstatement doesn’t automatically solve governance confusion. If there’s any uncertainty around decision-making, share ownership, or director powers, it’s worth tightening this up promptly.
For many small businesses, this involves ensuring your Company Constitution is fit-for-purpose, and your Shareholders Agreement reflects how decisions are made (especially around issuing shares, selling the business, appointing directors, or deadlocks).
Common Pitfalls When Trying To Reinstate A Company With ASIC (And How To Avoid Them)
When small businesses struggle with reinstatement, it’s usually because of avoidable admin issues - not because reinstatement is impossible.
Here are the most common pitfalls we see.
Leaving It Too Late
The longer you wait, the more likely you’ll lose the simpler administrative options and need court involvement. If you think you may need the company again, it’s worth acting early.
Not Knowing Whether ASIC Or The Court Is Required
Many business owners waste time preparing the wrong type of application. A quick assessment of the deregistration type and date can help you choose the right path upfront.
Trying To “Restart Trading” Before The Company Is Properly Reinstated
This is risky. If the company is deregistered, it may not be legally capable of doing what you need it to do (like contracting, holding assets, employing staff, or issuing invoices in the company name). It’s better to pause and reinstate properly, rather than creating a bigger compliance issue to fix later.
Forgetting The Follow-Up Admin
Reinstatement often triggers a wave of follow-up tasks: ASIC details, ATO registrations, bank updates, contract templates, and company records. Planning for this “second phase” makes the whole process smoother.
Not Using Reinstatement As A Chance To Clean Up Your Startup Foundations
If your business is heading into a funding round, a new partnership, or a larger contract, reinstatement is a natural point to tidy up your structure and documentation. It can also prevent future disputes between founders and shareholders.
Key Takeaways
- When a company is deregistered, it generally stops existing as a legal entity, which can affect contracts, banking, and your ability to trade.
- Company property can be impacted on deregistration (including vesting to ASIC/the Commonwealth), so it’s important to act quickly if assets are involved.
- The right way to reinstate a company depends on why the company was deregistered and how long ago it happened.
- Some companies can be reinstated administratively through ASIC (commonly within 12 months where ASIC initiated deregistration), while others require a court order (commonly available up to 15 years after deregistration).
- Before applying, confirm the deregistration date, deregistration type, and your reason for reinstatement - these details shape the entire process.
- After reinstatement, update ASIC details, fix corporate records, and make sure your governance documents and contracts match how your business operates today.
- Reinstatement may have flow-on tax/ATO implications (for example, ABN, GST and tax lodgements) - it’s worth getting specific advice for your circumstances.
If you’d like help reinstating your company with ASIC (or working out whether reinstatement or a fresh setup is the better option), you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
