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Restoring Company Registration in Hong Kong

Hong Kong, as an international business hub, attracts numerous enterprises to establish and operate companies here, thanks to its simple and efficient registration process. However, for various reasons, some companies may be struck off by the Companies Registry or voluntarily deregistered. When a company wishes to resume operations or restore its registration for other purposes, the procedures will differ depending on its status. Struck-off companies can apply for administrative restoration, while deregistered companies must follow court procedures for restoration. This article explores key issues, including the reasons for a company being struck off and how to address it, the steps and considerations for restoring registration, and the conditions and procedures for restoring a deregistered company.

1. Handling a Struck-Off Company

A company is struck off when the Companies Registry removes it from the register, leading to the loss of its legal status. This can happen when a company fails to comply with legal requirements, such as not filing annual returns on time or ceasing operations for an extended period. Once struck off, the company’s assets are considered ownerless and revert to the government.

Methods for Restoring a Struck-Off Company

A local company that has been dissolved due to being struck off can still be restored. Under Section 761 of the Companies Ordinance, former shareholders or directors can apply for administrative restoration. The process requires submitting a completed “Application for Administrative Restoration of a Local Company” form along with relevant documents, provided the following conditions are met:

• The company was still in operation or carrying on business when it was struck off.
• Applications are limited to companies dissolved within the last 20 years.
• If the company owns ownerless property (e.g., real estate) in Hong Kong, government approval must be obtained.

2. Administrative Restoration Procedures and Results

Required Documents for Administrative Restoration

• Company registration certificate, articles of association, and business registration certificate
• Copies of identity documents of shareholders and directors
• The latest tax assessment notice or other correspondence from the Inland Revenue Department
• Explanation of reasons for restoration
• Copies of annual returns
• Financial statements
• All overdue annual returns (Form NAR1)
• Completed application form for administrative restoration

Steps for Administrative Restoration

1. Conduct a company search and settle all outstanding payments and penalties.
2. Prepare and submit all required documents.
3. File the application form with the Companies Registry.
4. Obtain approval after the Companies Registry reviews the application.
5. Receive a restoration notice confirming the company’s formal reinstatement.

Results of Administrative Restoration

Once a company’s registration is successfully restored, the Companies Registry will publish a notice in the Government Gazette to formally reinstate its status. The company will be considered as never having been dissolved. Subsequently, it must submit updated documents to the Companies Registry and settle any outstanding fines up to the dissolution date.

3. Restoring a Deregistered Company

Administrative restoration is not applicable to deregistered companies. Under Section 765 of the Companies Ordinance, such companies must apply to the Hong Kong courts for restoration and meet the following conditions:

Court Restoration Requirements

• Any person whose interests were prejudiced by the company’s dissolution can apply for restoration within 20 years of deregistration.
• The court must find that restoring the company aligns with principles of fairness.

Common Reasons for Restoration

• Resuming Business: A previously dormant company intends to resume operations.
• Asset Management Needs: The company may have bank accounts, real estate, or other assets requiring restoration to address related matters.

For more information on deregistration, refer to the guide: How to Properly Wind Up a Business? Key Steps Explained.

4. Conclusion

Restoring a company’s registration requires meticulous preparation and familiarity with legal procedures. Whether for asset management or resuming business, the restoration process varies between struck-off and deregistered companies. It is essential to choose the appropriate approach and ensure compliance with legal requirements. For assistance, consult OneStart Business Centre, whose professional advisors can ensure a smooth restoration process.

OneStart Business Center, a licensed Hong Kong TCSP company, offers various company secretary services, allowing entrepreneurs to choose services including company registration, company secretary services, business address rental, virtual office services, preparation and maintenance of company registers, and other complex documentation procedures. For more information, please call 3575 6888 or contact OneStart's business consultants via WhatsApp

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