CHAPTER 5A
-
DEREGISTRATION, AND TRANSFER OF REGISTRATION, OF COMPANIES
PART 5A.1
-
DEREGISTRATION
Note 1: This Part applies to the deregistration of CCIVs with modifications: see Subdivision
A
of Division
9
of Part
8B.6
.
Note 2: For the deregistration of sub-funds of CCIVs, see Subdivision
A
of Division
9
of Part
8B.6
.
History
Pt 5A.1 amended by No 8 of 2022, s 3, Sch 2[158] (effective 1 July 2022).
SECTION 601
601
MEANING OF PROPERTY
In this Part:
property
of a company includes PPSA retention of title property, if the security interest in the property is vested in the company because of the operation of any of the following provisions:
(a)
section 267 or 267A of the
Personal Property Securities Act 2009
(property subject to unperfected security interests);
(b)
section
588FL
of this Act (collateral not registered within time).
Note: See sections
9
(definition of
property
) and
51F
(PPSA retention of title property).
History
S 601 inserted by No 96 of 2010, s 3, Sch 1, Pt 8
[
181].
SECTION 601AA
DEREGISTRATION
-
VOLUNTARY
Who may apply for deregistration
601AA(1)
An application to deregister a company may be lodged with ASIC by:
(a)
the company; or
(b)
a director or member of the company; or
(c)
a liquidator of the company.
If the company lodges the application, it must nominate a person to be given notice of the deregistration.
[
CCH Note 1:
S 601AA(1) will be amended by No 69 of 2020, s 3, Sch 1[799], by substituting
"
the Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
[
CCH Note 2:
S 601AA(1A) will be inserted by No 69 of 2020, s 3, Sch 1[800] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601AA(1A) will read:
Application requirements
601AA(1A)
The application must meet any requirements of the data standards.
Circumstances in which application can be made
601AA(2)
A person may apply only if:
(a)
all the members of the company agree to the deregistration; and
(b)
the company is not carrying on business; and
(c)
the company
'
s assets are worth less than $1,000; and
(d)
the company has paid all fees and penalties payable under this Act; and
(e)
the company has no outstanding liabilities; and
(f)
the company is not a party to any legal proceedings.
ASIC may ask for information about officers
601AA(3)
The applicant must give ASIC any information that ASIC requests about the current and former officers of the company.
[
CCH Note:
S 601AA(3) will be amended by No 69 of 2020, s 3, Sch 1[801] and
[
802], by substituting
"
The Registrar
"
for
"
ASIC
"
in the heading and
"
the Registrar
"
for
"
ASIC
"
(wherever occurring) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
Deregistration procedure
601AA(4)
If:
(a)
ASIC decides to deregister the company under this section; and
(b)
ASIC is not aware of any failure to comply with subsections
(1)
to
(3)
;
ASIC must:
(c)
give notice of the proposed deregistration on ASIC database; and
(d)
publish notice of the proposed deregistration in the prescribed manner.
[
CCH Note:
S 601AA(4) will be amended by No 69 of 2020, s 3, Sch 1[803]
-
[
806], by substituting
"
the Registrar
"
for
"
ASIC
"
in para (a) and (b), substituting
"
the Registrar must
"
for
"
ASIC must
"
, substituting para (c) and omitting
"
in the prescribed manner
"
in para (d) (effective 1 July 2026 or a day or days to be fixed by Proclamation). Para (c) will read:
(c)
make a record of the proposed deregistration; and]
History
S 601AA(4) substituted by No 48 of 2012, s 3, Sch 1, Pt 2
[
19].
601AA(4A)
When 2 months have passed since the publication of the notice under paragraph
(4)(d)
, ASIC may deregister the company.
[
CCH Note:
S 601AA(4A) will be amended by No 69 of 2020, s 3, Sch 1[807], by substituting
"
the Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AA(4A) inserted by No 48 of 2012, s 3, Sch 1, Pt 2
[
19].
601AA(5)
ASIC must give notice of the deregistration to:
(a)
the applicant; or
(b)
the person nominated in the application to be given the notice.
[
CCH Note 1:
S 601AA(5) will be amended by No 69 of 2020, s 3, Sch 1[808], by substituting
"
the Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
[
CCH Note 2:
S 601AA(5A) will be inserted by No 69 of 2020, s 3, Sch 1[809] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601AA(5A) will read:
601AA(5A)
The Registrar must refuse to deregister a company under this section if ASIC notifies the Registrar that ASIC objects to the deregistration.
601AA(6)
ASIC may refuse to deregister a company under this section if ASIC decides to order under section
489EA
that the company be wound up.
[
CCH Note:
S 601AA(6) will be amended by No 69 of 2020, s 3, Sch 1[810], by substituting
"
The Registrar
"
for
"
ASIC
"
(first occurring) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AA(6) inserted by No 48 of 2012, s 3, Sch 1, Pt 1
[
2].
601AA(7)
Subsection
(6)
does not limit ASIC
'
s power to refuse to deregister the company.
[
CCH Note:
S 601AA(7) will be amended by No 69 of 2020, s 3, Sch 1[811] and
[
812], by substituting
"
Subsections (5A) and (6) do
"
for
"
Subsection (6) does
"
and
"
the Registrar
'
s
"
for
"
ASIC
'
s
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AA(7) inserted by No 48 of 2012, s 3, Sch 1, Pt 1
[
2].
SECTION 601AB
DEREGISTRATION
-
ASIC INITIATED
[
CCH Note:
S 601AB heading will be substituted by No 69 of 2020, s 3, Sch 1[813] (effective 1 July 2026 or a day or days to be fixed by Proclamation). The heading will read:
SECTION 601AB DEREGISTRATION
-
INITIATED BY THE REGISTRAR
]
Circumstances in which ASIC may deregister
601AB(1)
ASIC may decide to deregister a company if:
(a)
the response to a return of particulars given to the company is at least 6 months late; and
(b)
the company has not lodged any other documents under this Act in the last 18 months; and
(c)
ASIC has no reason to believe that the company is carrying on business.
[
CCH Note:
S 601AB(1) will be amended by No 69 of 2020, s 3, Sch 1[814]
-
[
817], by substituting
"
the Registrar
"
for
"
ASIC
"
in the heading, substituting
"
The Registrar may
"
for
"
ASIC may
"
, inserting
"
with ASIC or the Registrar
"
after
"
documents
"
in para (b) and substituting
"
the Registrar
"
for
"
ASIC
"
in para (c) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AB(1) amended by No 48 of 2012, s 3, Sch 1, Pt 2
[
20].
S 601AB(1) amended by No 24 of 2003, s 3, Sch 1
[
31].
601AB(1A)
ASIC may also decide to deregister a company if the company
'
s review fee in respect of a review date has not been paid in full at least 12 months after the due date for payment.
[
CCH Note:
S 601AB(1A) will be amended by No 69 of 2020, s 3, Sch 1[818], by substituting
"
The Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AB(1A) inserted by No 24 of 2003, s 3, Sch 1
[
32].
601AB(1B)
ASIC may also decide to deregister a company if:
(a)
the company is liable to pay levy imposed by the
ASIC Supervisory Cost Recovery Levy Act 2017
; and
(b)
the company has not paid in full at least 12 months after the due date for payment:
(i)the amount of the levy; and
(ii)
the amount of any late payment penalty payable in relation to the levy; and
(iii)
the amount of any shortfall penalty payable in relation to the levy.
[
CCH Note:
S 601AB(1B) will be amended by No 69 of 2020, s 3, Sch 1[818], by substituting
"
The Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AB(1B) inserted by No 45 of 2017, s 3, Sch 1
[
3].
601AB(1C)
ASIC may also decide to deregister a company if the company is liable to pay an instalment of levy (within the meaning of the
Financial Services Compensation Scheme of Last Resort Levy (Collection) Act 2023
) and the company has not paid in full at least 12 months after the due date for payment:
(a)
the amount of the instalment of levy; and
(b)
the amount of any late payment penalty payable in relation to the instalment of levy; and
(c)
the amount of any shortfall penalty payable in relation to the instalment of levy.
History
S 601AB(1C) inserted by No 46 of 2023, s 3, Sch 1[6] (effective 4 July 2023).
601AB(2)
ASIC may also decide to deregister a company if the company is being wound up and ASIC has reason to believe that:
(a)
the liquidator is no longer acting; or
(b)
the company
'
s affairs have been fully wound up and a return that the liquidator should have lodged is at least 6 months late; or
(c)
the company
'
s affairs have been fully wound up under Part
5.4
and the company has no property or not enough property to cover the costs of obtaining a Court order for the company
'
s deregistration.
[
CCH Note:
S 601AB(2) will be amended by No 69 of 2020, s 3, Sch 1[819]
-
[
821], by substituting
"
The Registrar
"
for
"
ASIC
"
(first occurring) and
"
the Registrar
"
for
"
ASIC
"
(second occurring) and inserting
"
with ASIC or the Registrar
"
after
"
lodged
"
in para (b) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
Deregistration procedure
601AB(3)
If ASIC decides to deregister a company under this section, it must:
(a)
give notice of the proposed deregistration:
(i)
to the company; and
(ii)
to the company
'
s liquidator (if any); and
(iii)
to the company
'
s directors; and
(iv)
on ASIC database; and
(b)
publish notice of the proposed deregistration in the prescribed manner.
[
CCH Note:
S 601AB(3) will be amended by No 69 of 2020, s 3, Sch 1[822]
-
[
826], by substituting
"
the Registrar
"
for
"
ASIC
"
(first occurring), substituting
"
the Registrar must
"
for
"
it must
"
, repealing para (a)(iv), inserting para (ab) after para (a) and omitting
"
in the prescribed manner
"
in para (b) (effective 1 July 2026 or a day or days to be fixed by Proclamation). Para (ab) will read:
(ab)
make a record of the proposed deregistration; and]
History
S 601AB(3) substituted by No 48 of 2012, s 3, Sch 1, Pt 2
[
21].
601AB(3A)
When 2 months have passed since the publication of the notice under paragraph
(3)(b)
, ASIC may deregister the company.
[
CCH Note:
S 601AB(3A) will be amended by No 69 of 2020, s 3, Sch 1[827], by substituting
"
the Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AB(3A) inserted by No 48 of 2012, s 3, Sch 1, Pt 2
[
21].
601AB(4)
ASIC does not have to give a person notice under paragraph
(3)(a)
if ASIC does not have the necessary information about the person
'
s identity or address.
[
CCH Note:
S 601AB(4) will be amended by No 69 of 2020, s 3, Sch 1[828] and
[
829], by substituting
"
The Registrar
"
for
"
ASIC
"
(first occurring) and
"
the Registrar
"
for
"
ASIC
"
(second occurring) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AB(4) amended by No 48 of 2012, s 3, Sch 1, Pt 2
[
22].
601AB(5)
ASIC must give notice of the deregistration to everyone who was notified of the proposed deregistration under subparagraph
(3)(a)(ii)
or
(iii)
.
[
CCH Note:
S 601AB(5) will be amended by No 69 of 2020, s 3, Sch 1[830], by substituting
"
The Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AB(5) amended by No 48 of 2012, s 3, Sch 1, Pt 2
[
23].
[
CCH Note:
S 601AB(5A) will be inserted by No 69 of 2020, s 3, Sch 1[831] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601AB(5A) will read:
601AB(5A)
The Registrar must refuse to deregister a company under this section if ASIC notifies the Registrar that ASIC objects to the deregistration.]
601AB(6)
ASIC may refuse to deregister a company under this section if ASIC decides to order under section
489EA
that the company be wound up.
[
CCH Note:
S 601AB(6) will be amended by No 69 of 2020, s 3, Sch 1[832], by substituting
"
The Registrar
"
for
"
ASIC
"
(first occurring) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AB(6) inserted by No 48 of 2012, s 3, Sch 1, Pt 1
[
3].
601AB(7)
Subsection
(6)
does not limit ASIC
'
s power to refuse to deregister the company.
[
CCH Note:
S 601AB(7) will be amended by No 69 of 2020, s 3, Sch 1[833] and
[
834], by substituting
"
Subsections (5A) and (6) do
"
for
"
Subsection (6) does
"
and
"
the Registrar
'
s
"
for
"
ASIC
'
s
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AB(7) inserted by No 48 of 2012, s 3, Sch 1, Pt 1
[
3].
SECTION 601AC
DEREGISTRATION
-
FOLLOWING AMALGAMATION OR WINDING UP
601AC(1)
ASIC must deregister a company if the Court orders the deregistration of the company under:
(a)
paragraph
413(1)(d)
(reconstruction and amalgamation of Part
5.1
bodies); or
(b)
paragraph
481(5)(b)
(release of liquidator); or
(c)
subsection
509(2)
(deregistration after end of administration return is lodged).
[
CCH Note:
S 601AC(1) will be amended by No 69 of 2020, s 3, Sch 1[835] and
[
836], by substituting
"
The Registrar
"
for
"
(1) ASIC
"
and inserting
"
with the Registrar
"
after
"
lodged
"
in para (c) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
[
CCH Note:
Regulation 10.25.02(3)(i) (which was effective 1 March 2017) provides that the amendments made by No 11 of 2016, s 3, Sch 2[204] apply in relation to external administrations on and after 1 September 2017.]
History
S 601AC(1) amended by No 11 of 2016, s 3, Sch 2[204].
601AC(2)
(Repealed by No 11 of 2016, s 3, Sch 2
[
205].)
[
CCH Note:
Regulation 10.25.02(3)(i) (which was effective 1 March 2017) provides that the amendments made by No 11 of 2016, s 3, Sch 2[205] apply in relation to external administrations on and after 1 September 2017.]
SECTION 601AD
EFFECT OF DEREGISTRATION
Company ceases to exist
601AD(1)
A company ceases to exist on deregistration.
Note: Despite the deregistration, officers of the company may still be liable for things done before the company was deregistered.
Trust property vests in the Commonwealth
601AD(1A)
On deregistration, all property that the company held on trust immediately before deregistration vests in the Commonwealth. If property is vested in a liquidator on trust immediately before deregistration, that property vests in the Commonwealth. This subsection extends to property situated outside this jurisdiction.
History
S 601AD(1A) inserted by No 74 of 2007, s 3, Sch 1, Pt 1
[
19].
Other company property vests in ASIC
601AD(2)
On deregistration, all the company
'
s property (other than any property held by the company on trust) vests in ASIC. If company property is vested in a liquidator (other than any company property vested in a liquidator on trust) immediately before deregistration, that property vests in ASIC. This subsection extends to property situated outside this jurisdiction.
History
S 601AD(2) amended by No 74 of 2007, s 3, Sch 1, Pt 1
[
20].
Rights and powers in respect of property
601AD(3)
Under subsection (1A) or (2), the Commonwealth or ASIC takes only the same property rights that the company itself held. If the company held particular property subject to a security or other interest or claim, the Commonwealth or ASIC takes the property subject to that interest or claim.
Note: See also subsection 601AE(3)
-
which deals with liabilities that a law imposes on the property (particularly liabilities such as rates, taxes and other charges).
History
S 601AD(3) amended by No 74 of 2007, s 3, Sch 1, Pt 1
[
21, 22].
601AD(3A)
The Commonwealth has, subject to its obligations as trustee of the trust, all the powers of an owner over property vested in it under subsection (1A).
Note: Section
601AF
confers additional powers on the Commonwealth to fulfil outstanding obligations of the deregistered company.
History
S 601AD(3A) inserted by No 74 of 2007, s 3, Sch 1, Pt 1
[
23].
601AD(4)
ASIC has all the powers of an owner over property vested in it under subsection (2).
Note: Section 601AF confers additional powers on ASIC to fulfil outstanding obligations of the deregistered company.
Company books to be kept by former directors
601AD(5)
The directors of the company immediately before deregistration must keep the company's books for 3 years after the deregistration.
History
S 601AD(5) amended by No 117 of 2001, s 3, Sch 1
[
165].
601AD(6)
Subsection (5) does not apply to books that a liquidator has to keep under subsection
542(2)
, or subsection
70-35(1)
of Schedule 2 (retention and return or destruction of books).
Note: A defendant bears an evidential burden in relation to the matter in subsection (6), see subsection 13.3(3) of the
Criminal Code
.
[
CCH Note:
Regulation 10.25.02(3)(i) (which was effective 1 March 2017) provides that the amendments made by No 11 of 2016, s 3, Sch 2[206] apply in relation to external administrations on and after 1 September 2017.]
History
S 601AD(6) amended by No 11 of 2016, s 3, Sch 2[206] (effective 1 March 2017).
S 601AD(6) inserted by No 117 of 2001, s 3, Sch 1
[
166].
Strict liability offences
601AD(7)
An offence based on subsection (5) is an offence of strict liability.
Note: For
strict liability
, see section 6.1 of the
Criminal Code
.
History
S 601AD(7) inserted by No 117 of 2001, s 3, Sch 1
[
166].
SECTION 601AE
WHAT THE COMMONWEALTH OR ASIC DOES WITH THE PROPERTY
601AE(1)
Trust property vested in the Commonwealth.
If property vests in the Commonwealth under subsection
601AD(1A)
, the Commonwealth may:
(a)
continue to act as trustee; or
(b)
apply to a court for the appointment of a new trustee.
Note: Under paragraph (1)(a), the Commonwealth may be able to transfer the property to a new trustee chosen in accordance with the trust instrument.
History
S 601AE(1) substituted by No 74 of 2007, s 3, Sch 1, Pt 1
[
24].
601AE(1A)
If the Commonwealth continues to act as trustee in respect of the property, subject to its obligations as trustee, the Commonwealth:
(a)
in the case of money
-
must credit the amount of the money to a special account (within the meaning of the
Public Governance, Performance and Accountability Act 2013
); or
(b)
otherwise:
(i)
may sell or dispose of the property as it thinks fit; and
(ii)
if the Commonwealth does so
-
must credit the amount of the proceeds to a special account (within the meaning of the
Public Governance, Performance and Accountability Act 2013
).
Note: ASIC may, for and on behalf of the Commonwealth, perform all the duties and exercise all the powers of the Commonwealth as trustee in relation to property held on trust by the Commonwealth (see subsection
8(6)
of the ASIC Act).
History
S 601AE(1A) amended by No 36 of 2015, s 3, Sch 5
[
35] and
[
36] (effective 14 April 2015).
For transitional and application provisions by No 36 of 2015, see note under s
45B(1)
.
S 601AE(1A) inserted by No 74 of 2007, s 3, Sch 1, Pt 1
[
24].
601AE(2)
Property vested in ASIC.
If property vests in ASIC under subsection
601AD(2)
, ASIC may:
(a)
dispose of or deal with the property as it sees fit; and
(b)
apply any money it receives to:
(i)
defray expenses incurred by ASIC in exercising its powers in relation to the company under this Chapter; and
(ii)
make payments authorised by subsection (3).
ASIC must deal with the rest (if any) under Part 9.7.
History
S 601AE(2) amended by No 74 of 2007, s 3, Sch 1, Pt 1
[
25].
601AE(2A)
Obligations attaching to property vested in the Commonwealth.
For the purposes of subsection (3), if any liability is imposed on property under a law of the Commonwealth immediately before the property vests in the Commonwealth under subsection
601AD(1A)
, then:
(a)
immediately after that time, the liability applies to the Commonwealth as if the Commonwealth were a body corporate; and
(b)
the Commonwealth is liable to make notional payments to discharge that liability.
History
S 601AE(2A) inserted by No 74 of 2007, s 3, Sch 1, Pt 1
[
26].
601AE(3)
Obligations attaching to property.
Any property that vests in the Commonwealth or ASIC under subsection
601AD(1A)
or
(2)
remains subject to all liabilities imposed on the property under a law and does not have the benefit of any exemption that the property might otherwise have because it is vested in the Commonwealth or ASIC. These liabilities include a liability that:
(a)
is a security interest in or claim on the property; and
(b)
arises under a law that imposes rates, taxes or other charges.
History
S 601AE(3) amended by No 96 of 2010, s 3, Sch 1, Pt 3
[
46] (effective 30 January 2012).
S 601AE(3) amended by No 74 of 2007, s 3, Sch 1, Pt 1
[
27]
-
[
28].
601AE(4)
Extent of Commonwealth
'
s and ASIC
'
s obligation.
The Commonwealth
'
s or ASIC
'
s obligation under subsection (2A) or (3) is limited to satisfying the liabilities out of the company
'
s property to the extent that the property is properly available to satisfy those liabilities.
History
S 601AE(4) amended by No 74 of 2007, s 3, Sch 1, Pt 1
[
29].
601AE(5)
Accounts.
The Commonwealth or ASIC (as the case requires) must keep:
(a)
a record of property that it knows is vested in it under this Chapter; and
(b)
a record of its dealings with that property; and
(c)
accounts of all money received from those dealings; and
(d)
all accounts, vouchers, receipts and papers relating to the property and that money.
History
S 601AE(5) amended by No 74 of 2007, s 3, Sch 1, Pt 1
[
30].
SECTION 601AF
601AF
THE COMMONWEALTH
'
S AND ASIC
'
S POWER TO FULFIL OUTSTANDING OBLIGATIONS OF DEREGISTERED COMPANY
The Commonwealth or ASIC may do an act on behalf of the company or its liquidator if the Commonwealth or ASIC is satisfied that the company or liquidator would be bound to do the act if the company still existed.
Note: This power is a general one and is not limited to acts in relation to property vested in the Commonwealth under subsection
601AD(1A)
, or ASIC under subsection
601AD(2)
. The Commonwealth or ASIC has all the powers that automatically flow from the vesting of property under that subsection (see subsections
601AD(3A)
and
(4)
) and may exercise those powers whether or not the company was bound to do so.
History
S 601AF amended by No 74 of 2007, s 3, Sch 1, Pt 1
[
31-33] (effective 1 July 2007).
SECTION 601AG
601AG
CLAIMS AGAINST INSURERS OF DEREGISTERED COMPANY
A person may recover from the insurer of a company that is deregistered an amount that was payable to the company under the insurance contract if:
(a)
the company had a liability to the person; and
(b)
the insurance contract covered that liability immediately before deregistration.
SECTION 601AH
REINSTATEMENT
Reinstatement by ASIC
601AH(1)
ASIC may reinstate the registration of a company if ASIC is satisfied that the company should not have been deregistered.
[
CCH Note 1:
S 601AH(1) will be amended by No 69 of 2020, s 3, Sch 1[837]
-
[
839], by substituting
"
the Registrar
"
for
"
ASIC
"
in the heading,
"
The Registrar may
"
for
"
ASIC may
"
and
"
the Registrar is
"
for
"
ASIC is
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
[
CCH Note 2:
S 601AH(1AA) will be inserted by No 69 of 2020, s 3, Sch 1[840] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601AH(1AA) will read:
601AH(1AA)
The Registrar:
(a)
may reinstate the registration of a company if ASIC is satisfied that the company should not have been deregistered; and
(b)
must reinstate the registration if ASIC directs the Registrar to do so.]
601AH(1A)
ASIC may reinstate the registration of a company deregistered under subsection
601AB(1B)
if:
(a)
ASIC receives an application in relation to the reinstatement of the company
'
s registration; and
(b)
the levy imposed on the company by the
ASIC Supervisory Cost Recovery Levy Act 2017
is paid in full; and
(c)
the amount of any late payment penalty payable in relation to the levy is paid in full; and
(d)
the amount of any shortfall penalty payable in relation to the levy is paid in full.
[
CCH Note:
S 601AH(1A) will be amended by No 69 of 2020, s 3, Sch 1[841] and
[
842], by substituting
"
The Registrar
"
for
"
ASIC
"
and
"
the Registrar
"
for
"
ASIC
"
in para (a) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AH(1A) inserted by No 45 of 2017, s 3, Sch 1
[
4].
601AH(1B)
ASIC may reinstate the registration of a company deregistered under subsection
601AB(1C)
if:
(a)
ASIC receives an application in relation to the reinstatement of the company
'
s registration; and
(b)
the instalments of levy (within the meaning of the
Financial Services Compensation Scheme of Last Resort Levy (Collection) Act 2023
) imposed on the company are paid in full; and
(c)
the amount of any late payment penalty payable in relation to the instalments of levy is paid in full; and
(d)
the amount of any shortfall penalty payable in relation to the instalments of levy is paid in full.
History
S 601AH(1B) inserted by No 46 of 2023, s 3, Sch 1[7] (effective 4 July 2023).
Reinstatement by Court
601AH(2)
The Court may make an order that ASIC reinstate the registration of a company if:
(a)
an application for reinstatement is made to the Court by:
(i)
a person aggrieved by the deregistration; or
(ii)
a former liquidator of the company; and
(b)
the Court is satisfied that it is just that the company
'
s registration be reinstated.
[
CCH Note:
S 601AH(2) will be amended by No 69 of 2020, s 3, Sch 1[843], by substituting
"
the Registrar
"
for
"
ASIC
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
601AH(3)
If:
(a)
ASIC reinstates the registration of a company under subsection (1) or
(1A)
; or
(b)
the Court makes an order under subsection
(2)
;
the Court may:
(c)
validate anything done during the period:
(i)
beginning when the company was deregistered; and
(ii)
ending when the company
'
s registration was reinstated; and
(d)
make any other order it considers appropriate.
Note: For example, the Court may direct ASIC to transfer to another person property vested in ASIC under subsection
601AD(2)
.
[
CCH Note:
S 601AH(3) will be amended by No 69 of 2020, s 3, Sch 1
[
844] and [845], by substituting
"
the Registrar
"
for
"
ASIC
"
and inserting
"
, (1AA)
"
after
"
subsection (1)
"
in para (a) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AH(3) amended by No 45 of 2017, s 3, Sch 1
[
5].
S 601AH(3) substituted by No 48 of 2012, s 3, Sch 1, Pt 3
[
29].
ASIC to give notice of reinstatement
601AH(4)
ASIC must give notice of a reinstatement in the
Gazette
.
[
CCH Note:
S 601AH(4) will be substituted by No 69 of 2020, s 3, Sch 1[846] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 601AH(4) will read:
Registrar to publish notice of reinstatement
601AH(4)
The Registrar must publish notice of a reinstatement.]
History
S 601AH(4) amended by No 45 of 2017, s 3, Sch 1
[
6].
601AH(4A)
If an application was made to ASIC for the reinstatement of a company
'
s registration, ASIC must give notice of the reinstatement to the applicant.
[
CCH Note:
S 601AH(4A) will be amended by No 69 of 2020, s 3, Sch 1[847], by substituting
"
the Registrar
"
for
"
ASIC
"
(wherever occurring) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AH(4A) inserted by No 45 of 2017, s 3, Sch 1
[
7].
Effect of reinstatement
601AH(5)
If a company is reinstated, the company is taken to have continued in existence as if it had not been deregistered. A person who was a director of the company immediately before deregistration becomes a director again as from the time when ASIC or the Court reinstates the company. Any property of the company that is still vested in the Commonwealth or ASIC revests in the company. If the company held particular property subject to a security or other interest or claim, the company takes the property subject to that interest or claim.
[
CCH Note:
S 601AH(5) will be amended by No 69 of 2020, s 3, Sch 1[848], by substituting
"
the Registrar
"
for
"
ASIC
"
(first occurring) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
History
S 601AH(5) amended by No 74 of 2007, s 3, Sch 1, Pt 1
[
34].
601AH(6)
Subsection
601AH(5)
does not affect the cancellation of an Australian financial services licence held by the company if the cancellation occurs because the company was deregistered.
History
S 601AH(6) inserted by No 49 of 2019, s 3, Sch 4
[
26] (effective 6 April 2019).