How To Reinstate A Deregistered Company In Australia: Step-By-Step Guide

If you’ve just discovered your company has been deregistered, it can feel like everything has suddenly ground to a halt. Maybe you tried to sign a contract, access a bank account, sell assets, or lodge something with the ATO - and only then realised the company no longer exists on the ASIC register.

The good news is that in many cases you can reinstate a company in Australia. But the right pathway (and how long it takes) depends on why the company was deregistered and how long ago it happened.

In this guide, we’ll walk you through how to reinstate a deregistered company step-by-step, what documents you may need, what happens after reinstatement, and how to avoid deregistration in the future.

What Does It Mean To Reinstate a Deregistered Company?

When ASIC deregisters a company, the company stops existing as a legal entity. That has a big impact for small businesses, because a company is usually the “vehicle” you use to hold your business name, sign contracts, employ staff, and own assets.

Reinstating a company generally means restoring it to the ASIC register so it is treated as if it continued to exist. In practice, reinstatement can be important if you need to:

• recover company property or money (including bank accounts or debtors)
• continue trading under the same company entity
• finalise a business sale or restructure
• bring the company’s tax affairs up to date
• deal with legal claims (either defending or bringing a claim)

It’s also worth knowing that deregistration often creates a domino effect: third parties (banks, payment providers, suppliers, landlords, government agencies) may refuse to deal with the business once they notice the company has been deregistered.

Common Reasons a Company Gets Deregistered

ASIC may deregister a company for different reasons, but for small businesses the common triggers include:

• Non-payment of ASIC annual review fees (the annual fee and late fees stack up quickly)
• Failure to keep details up to date (for example, not maintaining a current registered office address)
• Company is not carrying on business (ASIC can deregister companies it believes are inactive)
• Voluntary deregistration (a director applies to deregister because the company is no longer needed)

If you’re not sure which applies, the quickest first step is to check the company’s status on ASIC’s register and confirm the deregistration date (this date matters a lot for reinstatement options).

When Can You Reinstate a Company (ASIC vs Court)?

In Australia, there are generally two ways to reinstate a deregistered company:

• ASIC reinstatement (an administrative process that’s usually simpler and cheaper)
• Court reinstatement (a court order process, typically used when ASIC reinstatement isn’t available)

Option 1: ASIC Reinstatement (Usually If It Was ASIC-Deregistered and You Act Quickly)

If the company was deregistered by ASIC (for example, following an ASIC-initiated deregistration for non-payment), ASIC may be able to reinstate it through an administrative process. In practice, this option is generally available where the company was deregistered by ASIC and the application is made within a limited timeframe - commonly within 12 months of the deregistration date.

This pathway is commonly used where:

• a former director or member/shareholder acts quickly after deregistration
• the business was genuinely trading (or needs to resume)
• the issue was administrative (missed fee, missed notice, outdated address)

It’s important to note that ASIC reinstatement is generally not available where the company was voluntarily deregistered by application - in those cases, reinstatement usually requires a court order.

Option 2: Court Reinstatement (If ASIC Can’t Reinstate or It’s Complex)

If ASIC reinstatement isn’t available (for example, the company was voluntarily deregistered, or too much time has passed since ASIC deregistration), reinstatement is typically done by court order.

Court reinstatement can also be needed where the situation is more complicated, such as:

• there’s a dispute between shareholders or directors
• the company needs to be reinstated to deal with legal proceedings
• assets have vested in ASIC or there are property/title issues to unwind
• there are creditor issues that need careful handling

This is one of those moments where getting a lawyer involved can save you time and reduce the risk of having your application rejected. A Corporate Lawyer Consult can help you map the fastest route based on your deregistration date and your goal (restart, recover assets, sell, wind up properly, etc.).

Step-By-Step: How To Reinstate a Deregistered Company In Australia

If your goal is to reinstate the company so you can continue operating (or cleanly finalise unfinished business), here’s the step-by-step approach most small businesses follow.

1. Confirm the Deregistration Details (Date and Reason)

Start by confirming:

• the exact company name and ACN
• the deregistration date
• whether deregistration was ASIC-initiated or voluntary
• the last known directors and shareholders/members

The deregistration date is key because it often determines whether you can use the ASIC pathway or you’ll need to go to court.

2. Clarify Your “Why” (What Are You Trying To Achieve?)

Before you lodge anything, be clear on what you need reinstatement for. For example:

• Restart trading under the same entity
• Recover company assets (money, equipment, IP, debts owed to the company)
• Complete a transaction (like selling the business or transferring shares)
• Deal with tax and compliance that can’t be finalised while deregistered

This matters because your strategy and evidence can look different depending on the outcome you need.

3. Gather the Information and Supporting Evidence

Whether you apply through ASIC or the court, you should expect to provide information showing:

• your relationship to the company (former director, shareholder/member, creditor, etc.)
• why reinstatement is needed and appropriate
• what the company was doing (and what it will do after reinstatement)
• any outstanding obligations (fees, tax lodgements, returns)

Tip: If you plan to restart trading, it’s a good time to check whether the company’s governance documents are in order, including the Company Constitution and decision-making processes.

4. Apply for ASIC Reinstatement (Where Available)

If you’re within the relevant timeframe and eligible to apply to ASIC, the process is usually along these lines:

1. Prepare the reinstatement request with the required details and supporting documents.
2. Pay required fees (these can include overdue annual review fees and late penalties, depending on the deregistration circumstances).
3. Confirm registered office and officer details will be up to date after reinstatement.
4. Lodge the application in the required form and format.

ASIC may ask follow-up questions or request further evidence. If reinstatement is approved, ASIC will update the register and the company comes back into legal existence.

5. If ASIC Reinstatement Isn’t Available, Prepare a Court Application

If you need a court order to reinstate a company, the process becomes more formal. While the details differ depending on your state/territory and the reason for reinstatement, it generally involves:

• preparing court documents (including an originating application and supporting affidavit material)
• explaining why reinstatement is “just” (fair and appropriate in the circumstances)
• serving relevant parties (often including ASIC)
• attending a hearing (or seeking orders by consent in some circumstances)

Because court processes are document-heavy and timing-sensitive, it’s common for small business owners to get legal support so the application is drafted properly the first time.

6. Put the Company Back on a “Safe Footing” Before You Trade Again

Once reinstated, it’s tempting to jump straight back into operating. But if the company was deregistered due to compliance gaps, it’s smart to pause and fix the foundations first.

Depending on your situation, this might include:

• documenting key company decisions using a Directors Resolution Template
• confirming who owns what, and whether you need a Shareholders Agreement to reduce the risk of internal disputes
• doing a broader Legal Health Check so you don’t end up back in deregistration territory later

What Happens After Reinstatement (Tax, Contracts, Assets, People)?

Reinstatement is a legal “reset” in many ways, but it doesn’t magically fix everything that happened during the deregistered period. For small businesses, the most important post-reinstatement issues usually fall into a few buckets.

1. The Company Can Usually Deal With Its Property Again

When a company is deregistered, some of its property can vest in ASIC (or the Commonwealth). Reinstatement often means the company is treated as if it had not been deregistered, and property that vested can generally revest in the company. However, there can be exceptions and practical complications - especially if assets have been dealt with during the deregistration period, if third-party rights are involved, or if you’re dealing with titles/registries that require further steps.

If the company had assets like equipment, vehicles, domain names, or money owed by customers, you’ll want a plan to:

• identify what assets exist
• confirm who currently holds them
• take steps to transfer control back to the company (where needed)

2. Banks and Suppliers May Require Proof

Even after ASIC updates the register, banks and suppliers often ask for confirmation that the company is reinstated and who is authorised to act.

This is where having up-to-date governance paperwork and clear signatory authority helps reduce friction.

3. Contracts Signed During Deregistration Can Be Risky

If you entered into agreements while the company was deregistered, those arrangements can be legally messy. A deregistered company can’t properly “sign” contracts because it doesn’t exist at law.

That can create issues like:

• uncertainty about who the contracting party actually was
• personal liability risk for individuals who continued trading
• difficulty enforcing the contract if a dispute arises

If this applies to you, it’s worth getting advice early, because the “fix” may involve ratification, novation, or re-documenting arrangements properly.

4. Tax and Reporting Obligations Don’t Disappear

Reinstating a company can bring old compliance obligations back into focus. You may need to catch up on:

• ASIC annual review fees and late fees
• company statements and record keeping
• ATO lodgements (BAS, company tax returns, etc.)
• payroll obligations if you had employees

Everyone’s tax position is different, so treat this as general information only (not tax advice). It’s a good idea to speak with your accountant or a tax adviser about what needs to be lodged, amended, or paid, and whether there are any penalties or payment plan options available.

If you plan to continue trading, it may also be a good time to check whether your current structure is still right for the business. Some businesses reinstate and then later decide to restructure or start fresh with a new entity through a Company Set Up, depending on risk, branding, and future plans.

How To Prevent Deregistration In Future

Once you’ve gone through the effort to reinstate a company, the next goal is to make sure it doesn’t happen again.

Here are practical steps that help small businesses stay on track.

Stay On Top of ASIC Annual Review Dates

ASIC annual review fees are one of the most common reasons companies are deregistered. Put key dates in your calendar and make sure ASIC has an up-to-date email and registered office address so you actually receive notices.

Keep Your Company Details Updated

ASIC expects your company register details to be accurate. That includes:

• registered office address
• principal place of business (if applicable)
• director details
• share structure changes (where relevant)

If you’ve had changes in ownership or management, it’s particularly important to ensure your internal documents match your ASIC records.

Make Sure Your Internal Governance Is Clear

Small businesses often run smoothly until there’s a disagreement or a major change (new investor, business partner exit, expansion). Having the right governance documents helps keep you organised and reduces compliance drift.

Depending on how your business operates, that might include:

• a clear Company Constitution
• a Shareholders Agreement that sets out decision-making rules and exit pathways
• properly documented director decisions and approvals

Do Regular “Legal and Admin” Check-Ins

Even a short quarterly check-in can help you spot issues early. Many business owners schedule a recurring task to confirm:

• ASIC fees are paid
• ATO lodgements are on schedule
• key contracts and policies are current
• the business is operating through the correct entity

This is especially helpful if you’ve recently changed accountants, moved premises, changed directors, or expanded into new products or services.

Key Takeaways

• If your company has been deregistered, you may still be able to reinstate a company in Australia - but the right process depends heavily on the deregistration date and circumstances.
• Many small businesses can reinstate a deregistered company through ASIC (where it was ASIC-deregistered and the application is made within the relevant timeframe), while voluntary deregistrations, older matters, or more complex situations may require a court order.
• Before you apply, be clear about why you need reinstatement (restart trading, recover assets, complete a transaction, deal with tax or legal claims).
• After reinstatement, you may need to address practical follow-ups like bank access, asset recovery, and cleaning up any contracts entered into while deregistered.
• To avoid deregistration again, stay on top of ASIC annual review fees, keep company details updated, and maintain clear governance documents and decision-making records.

If you’d like help with reinstating a deregistered company (or you’re not sure whether the ASIC or court pathway applies), you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.