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Hong Kong company restoration need to go through a new "administrative restoration" procedure under the new “Company Ordinance”, which is a new process to administratively restore a company to the Companies Register by the Registrar of Companies ("the Registrar") 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 deregistration or winding up.
Laws and Regulations on Restoration in HK
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 CO are met:
1. the company was in operation or carrying on business at the time its name was struck off the Companies Register;
2. 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;
3. the applicant must bring up to date the company’s records kept by the Registrar; and
4. 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. Section 800 sets out the conditions for administrative restoration:
1. 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;
2. the applicant must bring up to date the company’s records kept by the Registrar; and
3. any other conditions imposed by the Registrar as the Registrar thinks fit.
Administrative Restoration Procedure
Only someone who was a director or member at the time the company was dissolved can apply for the restoration. Any other interested party will have to apply for a court order.
The first stage will be to apply to the Hong Kong Government for a confirmation that it has no objection to the restoration by filling in the appropriate form and paying a fee. Once obtained, the application can be made on the official form to Companies Registry, again paying the appropriate fee.
If the application is accepted, the Companies Registry will restore the company to the register and the restoration will take effect from the date of the notice.
Contact Us
If you have further queries, you are welcome to contact Ms. Selina by calling 86-755-82143410/13530066130(wechat), email to info@citilinkia.com.
You can also visit Tannet’s website www.tannet-group.net or visit our Shenzhen office situated in 16/F, Taiyangdao Bldg 2020, Dongmen Rd South, Luohu, Shenzhen, China for more information.