A deregistered company owes me money

Types of creditors

Unsecured creditor – the company has a debt/obligation owing to you, but you do not hold any security/collateral/charge over the company's property to secure repayment.

Secured creditor – you hold security/collateral/a charge over company property (e.g. a mortgage over land, a security interest registered on the PPSR) which secures repayment of the company's debt.

Will ASIC pay money owing to creditors?

No. ASIC will not satisfy the debts of deregistered companies or sell vested property for the benefit of creditors. 

Unsecured creditors

Unsecured creditors wishing to recover any money owed by the deregistered company should seek legal advice with the view to reinstating the company. Common examples of unsecured creditors are body corporates/owners corporations (with outstanding fees/levies) and former suppliers (with outstanding invoices).

Unsecured creditors who have a court order against a company which is then deregistered do not have any right to seek payment out of property vested in ASIC. Such creditors (also known as judgment creditors) need to have the company reinstated in order to enforce the judgment.

Secured creditors

ASIC will not oppose secured creditors enforcing their security (i.e. taking possession and selling the secured property), to recover their debt. If there are surplus proceeds payable to the deregistered company, then (unless the company has been reinstated) they should be forwarded to ASIC's Unclaimed Monies Unit.

Information on how to lodge funds and contact the Unclaimed Monies Unit can be found here Unclaimed money - how to lodge money unclaimed under the Corporations Act. Follow the links to s601AD(2) [if the company was not acting as a trustee] or s601AD(1A) [if the company was acting as a trustee of a trust].

ASIC is not liable for any shortfall owing to the creditor if proceeds from the sale of secured property is not enough to discharge the debt. Secured creditors should seek legal advice with the view to reinstating the company if they wish to recover any shortfall.

Mortgagees and Councils

Deregistration of a registered proprietor does not prohibit:

  • mortgagees from exercising any rights under their mortgage, or  
  • local councils selling property for rate arrears or using any other power under their relevant Local Government Act (e.g. accepting a transfer of property in lieu of outstanding rates and charges in some jurisdictions).

Any notices that need to be served on the deregistered company before exercising power of sale can be served on the company c/- ASIC via property.law@asic.gov.au.  Please ensure a recent title search is also provided as ASIC requires evidence that the property is in fact registered in the deregistered company's name and therefore, vesting in ASIC (or the Commonwealth if it was trust property).

While ASIC (in its own right and on behalf of the Commonwealth) is vested with the company's interest in the property, ASIC is not in actual possession of the property. If a mortgagee or council requires a court order for possession to sell the property, then provided they agree to ASIC's terms and conditions, ASIC may consent to being named defendant in proceedings and sign consent orders. This would negate the requirement for the reinstatement of the registered proprietor. Please contact the Property Law Group for more information, including ASIC's terms and conditions, before commencing such proceedings.

How to contact ASIC’s Property Law Group

You can contact the Property Law Group directly at property.law@asic.gov.au.

We shall advise you if we require the original of a document previously received electronically.

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.

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Last updated: 24/01/2013 12:00