Restoring Dissolved Company (HK)
There are two main ways a dissolved company can be restored to the Companies Register in Hong Kong:
Administrative Restoration: This is the simpler method and applies to companies struck off by the Registrar of Companies for failing to file annual returns.
Court Order Restoration: This method applies to companies dissolved through other means, such as deregistration or winding up.
Here's a more detailed breakdown:
Administrative Restoration
Process handled by the Companies Registry without needing court intervention.
Applicable to companies struck off within the past 20 years.
Requires the applicant to be a director or member of the dissolved company.
Involves settling any outstanding fees and penalties.
Company regains its previous name upon restoration.
Court Order Restoration
Requires an application to the Court of First Instance.
Applicable in various scenarios, including deregistration and winding up.
Can be initiated by directors, shareholders, creditors, or anyone aggrieved by the closure.
Involves legal proceedings and a court decision.
Additional Information:
It's crucial to note that even after restoration, a company might need to address any outstanding legal or financial obligations.
Application Procedure For Restoration by Court Order
An application for restoration by court order can be made to the Court of First Instance pursuant to section 765 of the New Companies Ordinance (NCO) in Hong Kong.
Here's a more comprehensive breakdown of the application procedure:
1. Gather Necessary Documents:
Proof of Company Existence: Provide evidence that the company was previously registered and validly existed. This may include the company's certificate of incorporation, articles of association, and any relevant resolutions.
Reason for Restoration: Explain the circumstances leading to the company's dissolution and the reasons why restoration is sought. This could include unintentional dissolution, administrative errors, or changes in circumstances.
Proposed Plan of Action: Outline the steps the company intends to take upon restoration, such as appointing directors, reviving business activities, and complying with statutory requirements.
Affidavit of Support: A sworn statement from a person involved with the company (e.g., director, shareholder) supporting the application and confirming the information provided is accurate.
2. Submit Application Form:
Complete the prescribed application form for restoration by court order, which can be obtained from the Companies Registry.
Ensure the form is accurately filled out and all required information is provided.
Attach the necessary supporting documents.
3. Pay Filing Fee:
Submit the required filing fee to the Court of First Instance. The fee amount may vary depending on the specific circumstances of the application.
4. Submit Application to Court:
File the completed application form and supporting documents with the Court of First Instance.
5. Court Hearing:
The Court will review the application and supporting documents.
If the Court finds the application to be justified and in the public interest, it may grant an order for restoration.
The Court may impose conditions or requirements on the company as part of the restoration order.
6. Post-Restoration Steps:
Once the restoration order is granted, the company must comply with the terms of the order.
This may involve appointing directors, reviving business activities, filing necessary returns, and paying outstanding taxes or fees.
Additional Considerations:
Timelines: The application process can be time-consuming. It is important to act promptly and adhere to any deadlines set by the Court.
Court Discretion: The Court has discretion in deciding whether to grant a restoration order. Factors such as the reasons for dissolution, the time elapsed since dissolution, and the likelihood of the company resuming viable business operations will be considered.
Restoring a Deregistered Company with a Conflicting Name
It is possible to restore a deregistered company even if the company name has been adopted by another entity. However, there is a crucial requirement:
Name Change: The restored company must change its name within 28 days of being reinstated. This is to avoid confusion and ensure that there are no conflicts between the two companies.
The process of restoring a deregistered company with a conflicting name involves:
Obtaining a Court Order: The company must apply to the Court of First Instance for a restoration order.
Name Change: Once the restoration is granted, the company must choose a new name that is distinct from the existing company using the same name.
Filing the Name Change: The company must file the necessary documents with the Companies Registry to reflect the name change.
Timeframe for Restoring a Deregistered Company
The restoration process for a deregistered company typically takes around 2 months from the time a court order is obtained and all required documents are submitted in proper order.
Key factors that can influence the timeline include:
Complexity of the case: More complex cases may require additional time for review and processing.
Efficiency of the Companies Registry: The speed at which the registry processes the restoration application can also affect the timeline.
For further information and a comprehensive guide on the application process, you can refer to the official resources of the Companies Registry:
FAQ - Companies Ordinance - Deregistration and Restoration: https://www.cr.gov.hk/en/faq/local-company/dereg-striking-off-winding-up.htm
How Bestar can Help
Restoring Dissolved Company (HK)
Seek professional assistance from our partnered lawyer specializing in the legal procedures associated with restoring a dissolved company to the Companies Register in Hong Kong. They can assess your specific situation and advise on the most suitable course of action. They can provide:
Legal Expertise: Our partnered lawyer possesses the necessary understanding of the Companies Ordinance and the intricacies of the restoration process.
Guidance: They can advise on the most appropriate course of action based on the specific circumstances of the dissolved company.
Representation: If required, our partnered lawyer can represent you in court proceedings during the restoration process.
The process involves navigating legal frameworks and potential court proceedings, requiring specific legal qualifications.
For the successful restoration of your dissolved company, consulting a lawyer specializing in Hong Kong company law is crucial. Their legal expertise can significantly increase your chances of a positive outcome.
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