Hong Kong Company Restoration

We can restore your Hong Kong company if struck off the Hong Kong Companies Register.

Struck off companies are restored automatically on payment of all outstanding licence fees, penalties and the government company restoration fee.

Once your Hong Kong company is restored to the register it is deemed never to have been struck off and deemed to be in continued existence.

A company dissolved by striking off by the Registrar of Companies may apply for restoration by administrative restoration or by court order.

To restore your Hong Kong company we will need to instruct a Hong Kong lawyer

The new Company Ordinance introduces a new "administrative restoration" procedure, which is a process to administratively restore a company to the Companies Register by the Registrar of Companies without the need for recourse to the Court of First Instance as required under the old Ordinance. The new procedure is not applicable to a company which was dissolved by way of de-registration or winding up

A local company dissolved pursuant to striking off action by the Registrar may apply for administrative restoration if the following conditions set out under section 761 of the new ordinance are met:

  • the company was in operation or carrying on business at the time its name was struck off the Companies Register
  • if the company has any immovable property situate in Hong Kong which has become vested in the Government as Bona Vacantia, the Government has confirmed that it has no objection to the restoration
  • the applicant must bring up to date the company’s records kept by the Registrar; and
  • any other conditions imposed by the Registrar as the Registrar thinks fit.

A non-Hong Kong company whose name has been struck off the Companies Register may also apply for administrative restoration.

  • the company had a place of business in Hong Kong at the time of the application and at any time within the period of 6 months before its name was struck off the Companies Register
  • the applicant must bring up to date the company’s records kept by the Registrar; and
  • any other conditions imposed by the Registrar as the Registrar thinks fit.

The new procedure however does not apply to local companies which were dissolved by way of de-registration.

Where a company has been struck off the register by the Registrar or deregistered upon its own application under the new ordinance, and thereby dissolved, any director or member or creditor of the company or any interested person, may make an application to the Court for the restoration of the company.

An application for restoration a dissolved company should be made within 20 years after the date of the dissolution of the company.

Once the company has obtained a court order and provided that the documents delivered are in order, it will normally take about 2 to 3 months to restore a dissolved company.

Legal Costs & Expenses on Company Restoration

Our fees for the following services:

  • obtaining and perusing relevant filings and various related documents
  • obtain a company search
  • drafting and completing the documents necessary for the application
  • drafting affirmation and the restoration order
  • serving documents and communicating with on the Registrar of Companies
  • advertisement
  • filing the application with the Court if necessary
  • attending court hearing

Disbursements or Expenses:

  • outstanding filing fees on annual returns
  • penalty for late filings and other penalties
  • outstanding business registration fees (charged by the Inland Revenue Department)
  • filing fees to Court
  • filing fees to the Companies Registry on the restoration application
  • advertisement

Hong Kong Administrative Restoration

A dissolved company can apply for administrative restoration, a dissolved company must make an application within 20 years of the date of dissolution.

The director or shareholder of the company can apply to the Registrar of Companies for administrative restoration of the dissolved company, the applicant must bring up to date records of the company to update the records held by the Registrar of Companies.

List of Documents for Updating the Records of a HK Company

(1) All outstanding Annual Returns with certified true copies of financial statements, together with payment of the annual registration fees

(2) A “Notice of Change of Address of Registered Office” if there had been any change of registered office address before or after the dissolution of the company

(3) A “Notice of Change of Company Secretary and Director” and / or A “Notice of Change in Particulars of Company Secretary and Director”, if there had been any change relating to company secretary and / or director(s) before or after the dissolution of the company

(4) Any other documents / forms that are necessary to bring the company’s records kept by the Registrar up to date.

Filing of Annual Returns

  • more than 3 months after the company’s return date - HKD1,740
  • more than 6 months after the company’s return date - HKD2,610
  • more than 9 months after the company’s return date - HKD3,480

Effect of a company being struck off

Once the company has been struck off, neither the company nor any directors or shareholders may carry on any business or in any way deal with the assets or affairs of the company.

Once after the company is restored, it is required to have a Registered Office and Company Secretary. We can provide the registered office and company secretary service. Our restoration service fees do not cover these two items.

Transferring Registered Agent

An Hong Kong company can only be restored by the registered agent on record, or the agent can be transferred, which we can organise.

Company Restoration Form
Submitting this form does not commit you, we will let you have the fee and time-scale shortly.

 

HK Company Restoration Fees
  • HK Lawyers fees in region of - £2,000
  • Application fee of HK$2,700 - £280
  • Our Restoration Service fee - £420