In a rare occurrence, a court has ordered that a company be
reinstated, some 84 years after it was deregistered, to enable a
family to obtain its inheritance.
What you need to know:
Time is not prohibitive to the reinstatement of a company.
Current and historic legislation is evaluated, as well as any
opposition to the application.
The Court will also consider a number of factors including the
likelihood of prejudice and the 'just' nature of the
In the unusual case of Hall and Gardiner v ASIC 
VSC 362, the Supreme Court of Victoria (the
Court) held that a company be reinstated after it was
deregistered in 1931. The case involved land previously owned by
the company prior to deregistration. The descendants of the
original shareholders of the company wanted to claim their
inheritance in order to sell the land to a developer.
In 1931 Glen Ora Pty Ltd (Glen Ora)
was struck off the register of companies. In examining the
circumstances of the case, the Court looked in detail at the
current and historic legislation and concluded that there was no
time limit to bring these proceedings.
The land owned by Glen Ora at the time of its deregistration was
transferred to the Register General. The descendants of the
shareholders sought to reinstate Glen Ora in order to sell the land
to a developer. Neither ASIC nor the Register General opposed the
application, although ASIC noted that there was a company
registered with the same name, so the original Glen Ora would need
to change its name.
In exercising its discretion, the Court followed previous
authorities and considered the following factors to be relevant in
this type of application:
the circumstances in which the company was dissolved;
whether good use could be made of the order if granted;
whether any person was likely to be prejudiced by the
the public interest; and
what is "just" including the future stewardship of
the company and the impact on the company's officers and third
The Court held that it would be totally unjust if the heirs of
the members of the company were denied their inheritance. It
therefore ordered, amongst other matters, that the company be
This case demonstrates that the Court is willing to consider
reinstatement of companies on a case by case basis, even if they
were deregistered some time ago, provided that the reinstatement is
deemed to be fair and equitable.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.Madgwicks is a member
of Meritas, one of the world's largest law firm
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