Administrative Restoration
Administrative Restoration in Hong Kong
Administrative restoration is a process in Hong Kong that allows a company that was previously dissolved by the Companies Registry to be reinstated on the official register. This process is typically used when a company was struck off due to:
Failing to file required annual returns: This is a common reason for company dissolutions.
Remaining inactive: If a company hasn't been operating for a certain period, it may be automatically dissolved.
Here's a summary of the key points regarding Administrative Restoration in Hong Kong:
Eligibility:
Only applies to companies dissolved by the Registrar of Companies, not those voluntarily dissolved by members.
Application must be made within 20 years of the dissolution date.
Only former directors or members can apply.
Process:
Requires applying to the Companies Registry and obtaining confirmation that the government has no objection to the restoration.
Involves paying a fee and potentially reimbursing any government expenses incurred during the dissolution period.
Benefits:
Restores the company's legal status and allows it to resume business operations.
Enables reclaiming any assets that became "bona vacantia" (unclaimed property) during dissolution.
Conditions for Administrative Restoration
The conditions for administrative restoration of a dissolved local company are:
Company was in operation or carrying on business: The company must have been active and engaged in business at the time its name was removed from the Companies Register.
No objection from the Government: If the company has any real estate property in Hong Kong that has been taken over by the Government as abandoned property, the Government must not oppose the restoration.
Updated company records: The applicant must provide the necessary documents to bring the company's records maintained by the Registrar of Companies up-to-date.
Payment of government costs: The applicant must pay or reimburse the Government for any costs, expenses, or liabilities incurred in dealing with the company's property or rights during the period of dissolution or in connection with the restoration application.
Additionally, the Registrar of Companies may impose any other conditions that they deem appropriate. The Registrar will typically also require written authorizations from the company's members to submit the restoration application.
List of Documents for Updating Company Records
Essential Documents
Annual Returns (Form NAR1):
All outstanding annual returns, accompanied by certified true copies of financial statements (if applicable).
Payment of the corresponding annual registration fees.
Change of Registered Office (Form NR1):
If the company's registered office address has changed since its dissolution, provide a "Notice of Change of Address of Registered Office" form.
Changes to Company Secretary or Directors (Form ND2A/ND2B):
If there have been any changes to the company's secretary or directors, submit the appropriate form:
Form ND2A: For appointments or cessations.
Form ND2B: For changes in particulars (e.g., address, contact information).
Other Necessary Documents:
Any additional documents or forms required to ensure the company's records are up-to-date. This may include:
Changes to company name
Changes in share capital
Changes in company constitution
Important Notes
Fees: Ensure that all required fees are paid according to the applicable regulations.
Document Retention: Submitted documents may not be returned, even if the administrative restoration application is unsuccessful.
By providing these documents, you are helping to restore the company's legal status and enable it to resume its operations.
Application for Administrative Restoration
To request the reinstatement of a locally registered company, you can use the standard form Application for Administrative Restoration of a Local Company. This form is available for download from the Registry's website or can be obtained in person at the Registry office.
Fee
The applicant must submit an administrative restoration fee of HK$2,700. Please make the cheque payable to the "Companies Registry." Please note that the fee is non-refundable, even if the application is not approved.
Here are some resources for further information:
Official Guidelines: Guideline on Application for Administrative Restoration - Companies Registry
FAQ - Companies Ordinance: FAQ - Companies Ordinance - Deregistration and Restoration
How Bestar can Help
General information about the assistance Bestar provides in Administrative Restoration:
General Assistance:
Understanding the Process: Bestar helps navigate the complexities of Administrative Restoration in Hong Kong. This may involve explaining the eligibility requirements, the application process, and the relevant government fees.
Document Preparation: We assist with collecting and preparing necessary documents, such as the application form, proof of dissolution, and any financial statements required by the Companies Registry.
Communication with Authorities: Bestar liaise with the Companies Registry on the client's behalf, ensuring proper communication and submission of required documents.
Services Offered by Bestar:
Case Assessment: Bestar assesses the client's situation to determine their eligibility for Administrative Restoration and the likelihood of a successful application.
Application Preparation and Submission: We handle the preparation of the application form, gathering necessary documentation, and submitting it to the Companies Registry.
Liaison and Communication: Bestar acts as a point of contact between the client and the Companies Registry, keeping them informed of the application's progress and any required actions.
Fee Management: We manage the payment of government fees associated with the restoration process.
For the most accurate and up-to-date information regarding Bestar's services and how we can assist with Administrative Restoration in Hong Kong, contact Bestar. We can provide specific details about our services, fees, and any additional requirements or procedures we follow.
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