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Commercial Property Law: Effect on Real Estate Owned by a Deregistered Company

Who owns the commercial property after a company is deregistered? It depends on various factors. Find out more.

It is well known what happens to property when the owner dies. However, when a company becomes deregistered, it is less known what happens thereafter. 

Who owns the property in cases of company deregistration? Let’s look at a commercial law case study from Butler McDermott’s commercial property and business lawyers.

Hillman vs ASIC

In the case of Hillman v Australian Securities and Investments Commission [2020] QSC 129, a company registered in 1956 bought some property in 1967 and intended to transfer the property to a director and his wife in 1984. However, that transfer of land never registered. The director subsequently passed away and, in 2004, the company became voluntarily deregistered. 

who owns the property now?

Under the Corporations Act 2001 (Cth), a company’s property vests in the Australian Securities and Investments Commission (‘ASIC’) upon deregistration of a company. This means that the property of a de-registered company becomes owned by the Commonwealth of Australia.  This is what happened to the property owned by Hillman Property & Investment Co. Pty Ltd.

However, in certain circumstances, there are provisions under Queensland Legislation for an interested party to have land registered by their solicitors in their name.  The unreported Supreme Court case of Re Jackson showed that some form of advertising may be required to bring true ownership of the land into the public’s knowledge, if an interested party applies to the Court. 

The interested party’s property lawyers will also need to show proof of an interest in the property. However, if there is a long-standing undisputed owner of land, then advertising may not be necessary.

In the Hillman case, a notice of change of ownership and memorandum of transfer from 1984 was submitted to Court by their property lawyers, showing the company’s intention to transfer the property to its director and his wife.  Crow J made orders to transfer the property to the wife of the deceased director, it being clear that she had an interest in the property, despite it now vesting in the Commonwealth of Australia.

Contact the Commercial Law & Property law experts

Disputes about the ownership of land are more common than you would like to think. If you have any concerns about your ownership of property, please feel free to call our commercial lawyers in Sunshine Coast.  

 

By Xavier Jovellanos, commercial law & property law graduate in Sunshine Coast at Butler McDermott law firm Nambour.

This commercial law article is not intended to advise you in relation to your specific circumstances and should be used as a general guide only.

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