In Hong Kong, companies may find themselves dissolved for various reasons. The dissolution can happen either through deregistration or striking off by the Registrar of Companies.

However, this doesn’t have to be the end of your business journey. Depending on the circumstances, it is possible to restore a dissolved company through two main routes: administrative restoration and court order restoration.

Restoration Methods

There are two key ways to restore a company that has been dissolved:

1. Administrative Restoration: A more straightforward procedure, only available to struck off companies.
2. Court Order Restoration: Available to both deregistered and struck off companies.

Let’s dive deeper into the administrative process first, as it tends to be more accessible, and then explore the court-ordered restoration process for more complex cases.

Administrative Restoration

Who Can Apply?

Only a former director or former shareholder of the company can apply for administrative restoration.

When to Apply?

The application must be made within 20 years from the date the company was dissolved.

Conditions for Administrative Restoration

To successfully restore a company via the administrative route, the following conditions must be met:

• The company must have been operational when its name was struck off the Hong Kong Companies Registry.
• The company owns immovable property in Hong Kong, now vested in the Government as bona vacantia.
• The applicant has submitted all required documents to the Registrar.
• All outstanding fees and penalties with the Companies Registry must be paid, and records must be up to date.

Fees and Timeline

A non-refundable fee of HK$2,700 applies for administrative restoration.

There is no set timeline for the Registrar to make a decision, but once granted, the company will be restored to the Companies Register. A notification will be published in the Government Gazette.

The company will resume its former name unless that name is already in use. In that case, it is required to change the name within 28 days after the restoration.

What If It’s Rejected?

If the Registrar rejects your application, you can apply for court-ordered restoration within 28 days of the decision.

Restoration by Court Order

For more complex cases or when administrative restoration is not possible, companies may be restored through a court order. This is an option for any company dissolved either by deregistration or striking off.

Who Can Apply?

The court allows a wider range of people to apply for restoration, including:

• Former directors, shareholders, creditors, or liquidators of the company.
• Any other person or entity with an interest in the matter, such as the Government.

When to Apply?

As with administrative restoration, the application must be made within 20 years from the date of dissolution.

How to Apply?

The application process involves filing an originating summons with the High Court of Hong Kong, supported by an affirmation. This affirmation should provide comprehensive details about the company, such as:

• The applicant’s interest in the company.
• Incorporation and dissolution details.
• Copies of constitutional documents.
• The names of directors, shareholders, and company secretaries.
• Reasons for dissolution (if known) and justification for restoration.

Result

If the court deems it just, it will order the company’s restoration. Once the order is delivered to the Registrar, the company will be restored to the Companies Register, and a notice will be published in the Government Gazette. This effectively revives the company as if it had never been dissolved.

How HKWJ Tax Law Can Help

Navigating the process of company restoration in Hong Kong, whether through administrative means or by court order, can be complex and often requires professional legal guidance.

At HKWJ Tax Law, we specialise in company compliance, including restoration matters.

If you need assistance restoring your company, contact HKWJ Tax Law today to schedule a consultation and discuss how we can help you bring your business back to life.

Our experienced team will ensure your application process is smooth and compliant, helping you avoid unnecessary delays.

Restore your company with confidence – reach out to HKWJ Tax Law now!