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Hong Kong Company Restoration Guide

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Hong Kong Company Restoration Guide

1.       Introduction

Under the new Companies Ordinance ("the new CO"), a person who was a director or member of the company and within 20 years after the date of the dissolution of the company, which may apply to the Registrar for the administrative restoration of the company to the Companies Register, if the company is dissolved, or the company name has been struck off the Companies Register under section 746 or 747 or the predecessor Ordinance.

However, please note that the administratively restore procedure is NOT applicable to a company which was dissolved by way of deregistration or winding up.

The Registrar of Companies empowered to process administratively restore a company to the Companies Register, without the need for recourse to the Court of First Instance as required under the old Ordinance.

2.       Conditions of Application

The application will not be granted unless the four conditions specified below and any other conditions that the Registrar thinks fit are met:

The company was in operation or carrying on business at the time its name was struck off the Companies Register;
If the company has any immovable property situated in Hong Kong which has been vested in the Government as bona vacantia, the Government has no objection to the restoration;
The applicant has delivered to the Registrar the documents relating to the company that are necessary to bring up to date the records kept by the Registrar; and
The Government’s costs, expenses and liabilities in dealing with the property or right during the period of dissolution, or in connection with the proceedings on the application, have been paid or reimbursed by the applicant.

The applicant must pay HK$2,700 as the administrative restoration fee. Fee paid will not be refunded notwithstanding that the application is not granted.

3.       Result of Application

The Registrar must notify the applicant of the decision on the application for administrative restoration. If the Registrar grants the application, the company is restored to the Companies Register on the date on which notification is given. The Registrar will register the notification and publish in the Gazette a notice of the restoration.

See also:
Hong Kong Company - Procedures and Fees for Administrative Restoration

4.       Effect

If a company is restored to the Companies Register under Administrative Restoration, it is to be regarded as having continued in existence as if it had not been dissolved. On application by any person, the Court may give directions, and make orders, as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved.

5.      The Company’s name on restoration

A company is restored to the Companies Register under its former name. If the former name has, since the dissolution, been adopted for use by another company, it is required to change its name within 28 days after the restoration.

See also:
Hong Kong Company - Procedures and Fees for Restoration by Court Order


All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage.

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Download: Hong Kong Company Restoration Guide [PDF]