Sole shareholder – HK$8,000 (including government disbursement)
Multiple shareholders – HK$10,000 (including government disbursement)
Reappointment – HK$900 One-off service fee to reappoint our secretary and registered address services
Application of restoration – HK$11,700
Application of administrative restoration of the company – HK$16,800
Business Registration fee per year, including penalty
- HK$ 2,750 – 2010/2011
- HK$2,750 – 2011/2012
- HK$ 750 – 2012/2013
- HK$ 550 – 2013/2014
- HK$ 2,550 – 2014/2015
- HK$ 2,550 – 2015/2016
- HK$ 550 – 2016/2017
- HK$ 2,550 – 2017/2018
- HK$ 2,550 – 2018/2019
- HK$ 550 – 2019/2020
- HK$ 550 – 2020/2021
- HK$ 250 – 2021/2022
Government Annual Return Filing Fee – HK$ 3,480 including penalty per year
Agent Fee for filing Annual return – HK$800
Annual company secretary service fee – HK$1,400
Annual registered office address service fee – HK$1,400
Annual designated representative service and maintaining Significant Controllers Register service fee – HK$1,400
Annual correspondence address service for receiving business or bank mails (optional) – HK$1,400
Additional service fee for handling the outstanding Annual Return and BR fee – HK$3,600
Printing charges & miscellaneous – HK$500
* If Annual Return and BR renewal were outstanding for more than 2 years, an additional preparation fee of HKD 900 will be applied for every 2 years starting from the 3rd year.
Possible additional service fee:
- HK$ 900 – Updating director passport number / residential address (per head) (if applicable)
- HK$ 2,500 – Change of company name (if applicable)
- HK$ 940 (for the first 5 documents) – Prepare certified company documents to update bank record (if applicable)
- HK$ 700 + gov’t disbursement – Conducting land search record (applicable to a Company having immovable property situated in Hong Kong that has been vested in the Government as bona vacantia)
- by quotation – Printing charges & miscellaneous
- by quotation – Tax filing / audit preparation
- by quotation – Additional penalty imposed by the government (if any)
Search service (optional) HK$3,000
Company Secretary service for 1 year (optional) HK@3,400
Registered Address service for 1 year (optional) HK$2,600
Designated Representative service for 1 year (optional) HK$1,200
- Our service fees and government fees are non-refundable even if the Registrar rejects the application.
- The company must submit all outstanding Annual Return(s) (Form NAR1) together with applicable charges and penalties. Company must also settle all outstanding BR fees and re-appoint our annual parking services.
- We will charge separately for preparing and submitting any ND2A, ND2B, NR1 or any other documents that are necessary to bring the information at the Registrar up to date.
- The application will not be granted unless below three conditions and any other conditions that the Registrar thinks fit are met:
- The company was in operation or carrying on business when its name was struck off from the Companies Register;
- If the company have any immovable property situation in Hong Kong which has been vested in the Government as bona vacantia, the government has confirmed that it has no objection to the restoration; and
- The applicant has delivered to the Registrar the documents that are necessary to bring up to date the records of the company kept by the Registrar (e.g. ND2A, ND2B, NR1 etc.)
- the Government’s costs, expenses and liabilities in dealing with the property or right during the period of dissolution, or in connection with the proceedings on the application, have been paid or reimbursed by the applicant.
- If the Registrar grants approval to the application, the company is restored to the Companies Register on the date on which the notification is given to the Company.
- A notice of the restoration will be published in the Gazette by the Registrar.
- There is no Certificate of Restoration available, but the notice of restoration will be made available at the Companies Registry website.
- If a company is restored, it is restored under its former name immediately before it was dissolved. If the former name has, since the dissolution, been adopted for use by another company, it is required to change its name within 28 days after the restoration.
After the Registrar approved the restoration, the Company should updating the records with the Registrar which includes:
(1) All outstanding “Annual Return(s)” (Form NAR1) with certified true copy (copies) of financial statements (as appropriate), together with payment of the annual registration fee(s);
(2) A “Notice of Change of Address of Registered Office” (Form NR1) 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 (Appointment/Cessation)” (Form ND2A) and / or A “Notice of Change in Particulars of Company Secretary and Director” (Form ND2B), if there had been any change relating to company secretary and / or director(s) before or after the dissolution of the company; and
(4) Any other documents / forms that are necessary to bring the company’s records kept by the Registrar up to date.
A company is restored to the Companies Register under its former name. If the former name has, since the dissolution, been adopted for use by another company, it is required to change its name within 28 days after the restoration.
- The processing time for administrative restoration application is around 2 months.
The Registrar does not have a standard timeframe on such application as it depends on each company’s situation.
From our experience, the application will take at least one month for feedback from the Registrar
We estimate the fees (excluding disbursements) are as follows:
HK$11,700 – Application of restoration;
HK$5,200 – Provision of company secretarial service for one year;
HK$3,600 – Provision of Registered Office for one year;
HK$2,000 – Preparation of Significant Controller Register “SCR” (As required by new Companies Ordinance passed 1 Mar 2018); and
HK$1,500 – Acting as Designated Representative for the SCR
According to the search result, the latest annual return was filed in Nov 2010. Therefore, the company needs to file its annual return of the period from year 2011 to year 2021 (total 10 years). The government fees (including the fines) and the service fees are listed in below table for your information.
Business Registration Certificate
We assumed that the company did not renew the Business Registration Certificate from 2010 which is the same as the year of failing to file the annual return. In this condition, the company needs to pay the government fees (including the fines) from Year 2010/11 to Year 2021/22 (total 12 years). The exact fees depend on the year of failing to renew Business Registration Certificate, therefore, we need to perform a search with the Business Registration Office or if you can provide us the latest Business Registration Certificate. Please be informed that if the Business Registration Office initiates to pass the company to the court, extra fees (and fines) need to be paid. The estimated government fees (including the fines) are listed in below table for your information.
We believed that there are profit tax returns or other tax returns (if any) might also fail to file to the Inland Revenue Department. As the tax and financial information belong to the company’s confidential materials, unless we are appointed to be the company’s tax representative, Inland Revenue Department will not answer our inquiry. Therefore, we are unable to quote you the exact fees regarding the tax return.
We have listed the aforementioned matters and expenses that need to be handled in the table below for your reference:
The total fee of above table is HKD90,570. Please note that the forementioned total fee does not cover filing of tax returns and penalties for late filing of tax return, if any. We will advise the amount of penalty after checking with the relevant government authorities.
If you confirm the quotation if the above service items, please reply and inform us. We will issue a bill to you for payment.
If you need us to confirm with you the final total costs to bring the company back to good standing, you will need to appoint us as the tax representative of your subject Hong Kong company so as to authorize to perform a search with the tax authority. Our fee for this search service is HKD3,000. Should you agree to our quotation for the search, please confirm with us and we will issue an invoice for your settlement. And upon confirmation of payment, we will perform the search immediately.
If you need to transfer the company secretary to our company, please provide the copy of the following documents for our handling:
- Certificate of Incorporation
- Articles of Association
- Register of Members, Directors, and Ultimate Beneficial Owner
- Certified True Copy of passport and address proof of all directors and shareholders (Certified True Copy can be certified by CPA / lawyer/ notary/ manager of bank / Kaizen’s staff)
- A completed due diligence form (as attached)
#64.2) Consulting and special administrative support for Restoration– $125 USD per hour *10
#43) Filing Restoration Record CR – $70 USD
#38) Resolution of Director(s)/Shareholder(s) $ 55 USD (ND2A)
#35) CR e-Document filling (NR1) $ 150 USD
#38) Resolution of Director(s)/Shareholder(s) $ 55 USD (NR1)
#03.1) Startupr as an Agent/Company Secretary $ 285 USD/1 Year
#20) Renewal of Business Certificate (Government fees) & Lodgement Fees of the Business License $ 55 USD – Government Fees
#21) Business Certificate filling $ 95 USD
#04.1.1) Filing of Annual Return and e-Certificate (NAR1 2022) – $0 USD (Free of Charge)
#22) AGM 2022 $ 60 USD
#07.1) Designated Representative (for Significant Controllers Registers – SCR only) – $ 45 USD/1 Year
Grand Total : $8587 USD (to be finalize, excluding any updated for directors, outstanding with IRD – i.e. BRC fee)