How To Get Your Company Reinstated: A Guide For Australian Businesses

Found out your company has been deregistered? Don’t panic. In many cases, you can bring the company back to life. This guide explains what deregistration really means, the pathways to get reinstated, what to prepare, and how to get your operations and compliance back on track in Australia.

What Does Deregistration Mean For Your Company?

When a company is deregistered in Australia, it stops existing as a legal entity. It can’t trade, own property, be a party to contracts or litigation, or deal with assets.

Deregistration can happen for a few reasons. Common scenarios include non‑payment of annual review fees and prolonged non‑compliance, or after a winding up has finished (for example, following a court‑ordered liquidation). Directors and members can also apply for voluntary deregistration when the company is no longer needed and meets strict criteria.

Importantly, when a company is deregistered, any property it owned generally vests in the Commonwealth (administered by ASIC) by operation of law. If you need to deal with those assets again, reinstatement is often the first step.

The good news: deregistration isn’t always the end. If you act promptly and follow the right process, a company can often be reinstated and treated as if it were never deregistered.

The Two Ways To Get Reinstated In Australia

There are two main pathways to bring a deregistered company back:

• ASIC administrative reinstatement – an application to the Australian Securities and Investments Commission (ASIC) to administratively reinstate the company’s registration.
• Court‑ordered reinstatement – an application to the Supreme Court in your state or territory for an order that ASIC reinstate the company.

ASIC Administrative Reinstatement (Who It’s For)

Administrative reinstatement is typically available where ASIC deregistered the company (rather than a voluntary deregistration by members/directors) and you can demonstrate that outstanding compliance obligations have been fixed. It’s commonly used when a company fell behind on filings or fees.

Eligible applicants usually include a former director or member, a liquidator, or a person with a proper interest (for example, a creditor). The process is form‑based (commonly referred to as ASIC Form 581 – Application for Reinstatement) and focuses on proving the company is back in good standing.

Court‑Ordered Reinstatement (When You’ll Need It)

If ASIC won’t or can’t reinstate the company administratively, you can apply to the Supreme Court for orders that the company be reinstated. This pathway is often used where:

• The company was voluntarily deregistered and needs to be restored.
• There’s a dispute or unresolved right that requires court supervision (e.g. contracts, assets or litigation tied to the company).
• The circumstances are unusual or complex, and a judge needs to consider what’s “just” in the case.

With a court application, you’ll file evidence explaining the background, why reinstatement is appropriate, and how compliance issues will be rectified. If the court makes the order, you’ll serve it on ASIC and ASIC will then effect the reinstatement.

What To Prepare Before You Apply

Whether you’re applying to ASIC or to the Court, preparation is everything. Here’s what to line up before you lodge anything.

1) Confirm Eligibility And Standing

• Identify who will apply (e.g. former director, member, creditor, liquidator).
• Check whether the deregistration was by ASIC or voluntary – this often determines which path is available.
• Confirm there’s a good reason to reinstate (e.g. assets in the company’s name, unfinished contracts, tax matters, or a genuine intention to resume trading).

2) Fix Outstanding ASIC Compliance

• Bring company records up to date (e.g. director details, addresses, shareholdings). If you no longer have the governance framework you need, consider adopting a fresh Company Constitution after reinstatement.
• Prepare to pay all overdue annual review fees, penalties and late fees. Be aware of recent ASIC fee changes so you can budget accurately.
• Collect board/shareholder approvals you’ll rely on to demonstrate control and intention to comply going forward (a tidy paper trail helps).

3) Evidence For Assets, Contracts And Creditor Interests

• Gather proof of assets in the company’s name (e.g. property, bank accounts, IP) or ongoing obligations that require the company’s legal personality to resolve.
• If a creditor is applying, prepare evidence showing how your interests are affected and why reinstatement is necessary to pursue rights.

4) Understand The Form And Filing Steps

• ASIC path: Complete the application for reinstatement (commonly referred to as Form 581) and submit it with supporting documents and payments. ASIC may ask for further information before deciding.
• Court path: Prepare the originating process, affidavits and draft orders. You’ll generally need to serve ASIC and any other interested parties, then attend the hearing. If the order is made, file it with ASIC.

5) Plan For Governance On Day One

• Identify who will act as directors and ensure they understand their duties under the Corporations Act (for document execution processes, many companies rely on the rules for signing documents under section 127).
• If you have multiple owners, align on decision‑making and dispute resolution and put this in a Shareholders Agreement soon after reinstatement.

How The Reinstatement Processes Work (Step By Step)

ASIC Administrative Reinstatement: Typical Steps

1. Assess your situation. Confirm the company was deregistered by ASIC (not voluntarily) and that you are an eligible applicant.
2. Clear the backlog. Prepare and lodge any missing updates to company details and be ready to pay ASIC fees and penalties.
3. File the application. Submit the ASIC application for reinstatement (commonly known as Form 581) with supporting evidence.
4. Respond to ASIC queries. ASIC may request more documents (for example, proof of former directorship or evidence of assets/contracts).
5. Reinstatement takes effect. If ASIC approves, the company is restored to the register and treated as though it was never deregistered. You’ll then move to post‑reinstatement steps below.

Court‑Ordered Reinstatement: Typical Steps

1. Get legal support. Court applications are technical – evidence, service and draft orders must be prepared correctly.
2. File in the Supreme Court. Lodge your claim and supporting affidavits, addressing why reinstatement is “just” in the circumstances and setting out how compliance will be maintained.
3. Serve ASIC and others. Provide the documents to ASIC and any other interested parties (like creditors or former officers) as required.
4. Attend the hearing. The court may make orders for reinstatement and for rectifying the company’s records if needed.
5. Give the order to ASIC. ASIC will act on the court order and reinstate the company.

After Reinstatement: ABN/Tax, Compliance And Practical Next Steps

Once the company is reinstated, the law generally treats it as if deregistration never happened. That said, you still need to work through several practical steps.

ABN And Tax Registrations

Company reinstatement doesn’t automatically reactivate your Australian Business Number (ABN) or tax registrations. The Australian Business Register (ABR) and ATO manage those separately.

• Contact the ABR/ATO to reactivate or re‑register your ABN, GST and PAYG withholding as required.
• Update your registered details so future notices go to the right place.

It’s important to resolve tax matters early. If you’re unsure, speak to your accountant about lodgements and registrations that may have lapsed during deregistration.

Assets And Contracts

• If assets vested in the Commonwealth/ASIC on deregistration, reinstatement generally enables you to deal with them again. For specific assets (e.g. land or bank accounts), additional steps may be required to update title or release funds.
• Review contracts that were on foot at deregistration. Reinstatement typically restores contractual rights and obligations, but it’s wise to notify counterparties and confirm any practical arrangements (like delivery schedules or credit limits).

Company Records And Governance

• Check your ASIC details (registered office, principal place of business, directors, shareholders) are accurate. If you need to formalise decisions, record them properly using board minutes or a Directors’ Resolution.
• If old governance documents were lost, consider adopting a clear Company Constitution to set rules for meetings, share issues and decision‑making.

Operational Readiness

• Notify your bank, insurer, major suppliers and customers that the company has been reinstated and can transact again.
• Update websites, invoices and letterhead with your ACN and ABN details once tax registrations are active.
• Reinforce your compliance calendar to avoid the issues that led to deregistration (for example, diarise annual review dates and monitor ASIC fee notices). Budget for potential changes to costs by keeping an eye on ASIC fees.

What Legal Documents Should You Update?

Reinstatement is the ideal time to tighten your legal foundations. The right documents help you trade confidently and reduce future risk.

• Shareholders Agreement: Set clear rules between owners around voting, exits and funding. If you have (or plan to have) multiple owners, put a tailored Shareholders Agreement in place.
• Company Constitution: Confirm your governance rules are current and workable. If needed, adopt a new Company Constitution so you’re not relying on lost or outdated documents.
• Customer Terms or Service Agreement: Protect cash flow and set clear expectations on pricing, scope and liability. These sit on your website or in your engagement process.
• Privacy Policy: If you collect personal information (which most businesses do), publish an up‑to‑date Privacy Policy and align your practices with it.
• Employment Contract: If you’re hiring or rehiring, use compliant, clear Employment Contracts and refresh workplace policies.
• Execution And Signing Processes: Make sure your team understands how to execute documents correctly (many companies rely on the Corporations Act rules for section 127 signing).

Not every company will need all of these immediately, but most growing businesses will need several. Putting them in place now can prevent disputes and help you scale with confidence.

Common Issues To Watch After Reinstatement

• Asset recovery steps: Even after reinstatement, some assets may require extra processes to return control (e.g. land title updates or bank processes). Build time for this into your plan.
• Counterparty uncertainty: Suppliers or customers may be unsure about your status. Proactively share your reinstatement confirmation to keep relationships on track.
• Director obligations: Make sure directors are across their duties, meeting schedules and approval thresholds. Good governance reduces risk and supports financing discussions.

How To Avoid Future Deregistration

• Maintain a compliance calendar for ASIC annual reviews, fees and address/office updates.
• Keep your registered office and contact details current with ASIC so notices never go astray.
• Use formal approvals and minutes for key decisions and store them securely.
• Assign responsibility for ASIC filings (in‑house or with an external company secretary) so deadlines are never missed.

Key Takeaways

• Deregistration stops a company from legally operating; assets may vest in the Commonwealth/ASIC until the company is restored.
• You can usually reinstate a company via ASIC’s administrative process (often using Form 581) or, if that’s not available, by obtaining a court order from the Supreme Court.
• Before you apply, clear outstanding ASIC obligations, line up evidence (assets, contracts, governance) and confirm the right applicant is making the request.
• Reinstatement doesn’t automatically restore your ABN or tax registrations – contact the ABR/ATO to reactivate or re‑register what you need.
• After reinstatement, refresh your governance and trading documents, such as your Shareholders Agreement, Company Constitution, Privacy Policy and Employment Contracts.
• A strong compliance routine (including diarising ASIC reviews and monitoring ASIC fees) is the best way to avoid future deregistration.

If you would like a consultation on getting your company reinstated in Australia, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.