Fast & Hassle-Free Company Restoration in Hong Kong
Restoring a dissolved company in Hong Kong is not just about reviving a legal entity—it’s about regaining business opportunities, protecting assets, and ensuring compliance with statutory obligations. Whether a company was struck off by the Registrar of Companies for non-compliance or voluntarily deregistered by its members, the Hong Kong Companies Ordinance provides precise mechanisms for restoration.
Understanding the restoration process is crucial, as it involves legal requirements, specific eligibility criteria, and, in many cases, professional guidance. Businesses, investors, or stakeholders seeking to reinstate a dissolved company must carefully assess the available restoration methods and ensure they meet the necessary conditions.
How Does Company Restoration Work for a Dissolved Business?
A company that has been dissolved can apply for their company to be restored via a Hong Kong company restoration application. In Hong Kong, a company can be dissolved in two ways. The first is striking off by the Hong Kong Registrar of Companies and the second by company deregistration. These two dissolutions fall under the jurisdiction of the Hong Kong Companies Ordinance.
What Are the Methods and Procedures for Restoring a Hong Kong Company?
When applying for the restoration of a dissolved Hong Kong company, the process depends on how the company was originally dissolved. There are two possible methods: administrative restoration and court-ordered restoration. Each comes with specific eligibility requirements, documentation, and procedures.
Method 1: Administrative Restoration
Overview
Administrative restoration is a simpler, non-court process available for companies that were struck off by the Registrar of Companies due to non-compliance, such as failure to file Annual Returns or pay statutory fees.
Eligibility Criteria
A company may apply for administrative restoration if all the following conditions are met:
- Type of dissolution – The company must have been struck off by the Registrar, not dissolved through voluntary deregistration or liquidation.
- Operational status – The company was carrying on business or in operation at the time it was struck off.
- Application period – The application must be submitted within 20 years from the date of dissolution.
- Eligible applicant – Only a director or member of the company at the time of dissolution may apply.
- Assets – If the company owned immovable property in Hong Kong, the Government must issue a confirmation of no objection to the restoration.
- Regulatory compliance – All outstanding filing obligations, fees, and penalties with the Companies Registry and the Inland Revenue Department must be cleared.
Required Documents
Applicants must prepare and submit:
- Form CR1 – Application for administrative restoration.
- Outstanding Annual Returns and payment of all overdue fees and penalties.
- Updated Business Registration Certificate and settlement of unpaid fees.
- Letter of no objection from the Hong Kong Government (if the company owns immovable property).
Application Process
- Gather documents – Compile all outstanding statutory filings and ensure overdue fees are included.
- Submit application – File the application with the Hong Kong Companies Registry, either directly or via a professional service provider.
- Registrar’s review – The Registry will verify compliance and process the request.
- Restoration – If approved, the Registrar will restore the company and publish a notice in the Government Gazette.
Timeline: Typically 2–4 weeks, provided all documentation and payments are in order.
Method 2: Court-Ordered Restoration
Overview
Court-ordered restoration is required when administrative restoration is not available. This applies to companies dissolved through voluntary deregistration, winding up, or other scenarios where administrative restoration is not permitted. The process is more complex, involving legal representation and High Court approval.
Eligibility Criteria
An application to the High Court for restoration can be made within 20 years of dissolution by:
- A former director or member of the company.
- A creditor or liquidator of the company.
- Any other person who can demonstrate a legitimate interest in the matter.
Required Documents
The High Court application must include:
- Originating summons supported by a sworn affirmation.
- Affirmation details such as:
- The applicant’s interest in the company.
- Company incorporation details (date, address, constitutional documents).
- Information on share capital, directors, members, and secretary.
- Reasons for dissolution and justification for restoration.
Application Process
- Engage legal counsel – Due to the legal complexity, hiring a solicitor or barrister is strongly recommended.
- Prepare legal documents – The lawyer will draft the originating summons and sworn affirmation.
- Obtain consent – Secure letters of no objection from the Companies Registry and the Commissioner of Inland Revenue.
- File with the High Court – Submit the application for judicial review.
- Await judgment – If the Court finds the restoration “just,” it will issue a restoration order.
- Registrar’s action – Deliver the court order to the Companies Registry, which will restore the company and publish a notice in the Government Gazette.
Timeline: This process can take several months, depending on the court schedule and complexity of the case.
What are the Conditions of the Hong Kong Company Restoration?
To restore a formerly dissolved company, applications should be made by someone who was a director or member of the company before. Applications should be submitted within 20 years after the date the company was dissolved.
Applications won’t be approved unless the conditions below are met:
- Your company was operating when its name was struck off the Hong Kong Companies Registry
- If your company has immovable property in Hong Kong that is vested in the Government (bona vacantia).
- The applicant has successfully delivered the necessary documents to the Registrar.
- Applicant has reimbursed or paid any cost the Government incurred. The costs relate to any liabilities or expenses in dealing with the property during the dissolution period or in connection with the application proceedings.
The applicant must pay HK$2,700 as part of the administrative fees to restore the company. Cheques should be made payable to the “Companies Registry”.
Need Professional Advice? We’re Here to Help
At 3E Accounting, we’re the experts on all things related to company incorporation and more. We offer professional guidance and insightful expert advice to lead you in the best possible direction. Should you need advice regarding your company restoration, our team is happy to assist. Contact us today to find out what your next step should be.
