How to reopen a company after deregistration in Hong Kong

Can I Reopen a Company After Deregistration in Hong Kong?

Yes. A deregistered or struck-off company can be restored to the register. Restoration revives the company's legal identity as if it had never been dissolved. Whether you can reopen company after deregistration hong kong depends on the circumstances and which restoration route is available.

There are two routes: administrative restoration and restoration by court order. Each has different conditions and procedures.

Administrative Restoration Hong Kong

Administrative restoration is the simpler route. It is available where the company was struck off by the Registrar under section 746 of the Companies Ordinance (Cap. 622) or dissolved after deregistration.

The conditions for administrative restoration are:

• The company was carrying on business or in operation at the time it was struck off.
• If the company was dissolved after deregistration, the application must be made within six years of the date of dissolution.
• The company must have been solvent at the time of striking off and must not have been in liquidation.
• All outstanding liabilities must be settled, including any amounts owed to the Inland Revenue Department.
• The company must obtain a notice of no objection from the Commissioner of Inland Revenue.
• All members must consent to the restoration.

The application is made to the Companies Registry using the prescribed form. If the Registrar is satisfied, the company is restored to the register and its legal identity is reinstated.

Court Order Restoration Hong Kong

Where the conditions for administrative restoration are not met, restoration requires a court order. This is the route for companies that were dissolved more than six years ago, or where there is a dispute about the restoration.

A court order restoration is typically sought by a creditor, a former member, or another person with an interest in the company. The court may order restoration if it is just and equitable to do so, and if the applicant has a genuine interest in the company's revival.

The court may impose conditions, including requiring the applicant to settle outstanding liabilities or to pay the costs of the restoration. Once the court order is made, the company is restored to the register and its legal identity is reinstated.

Companies Registry Restoration Procedure

The Companies Registry handles administrative restoration applications. The applicant must submit the application form together with supporting documents, including:

• The notice of no objection from the Commissioner of Inland Revenue.
• Evidence that the company was solvent at the time of striking off.
• Written consent from all members.
• Any other documents the Registrar requires.

For court order restoration, the applicant must first obtain a court order and then file it with the Companies Registry. The Registrar will restore the company upon receipt of the court order.

Practical Considerations

Restoration revives the company's legal identity. This means the company is treated as having continued in existence throughout the period it was struck off or dissolved. Contracts, property and other rights are reinstated.

However, restoration does not automatically resolve outstanding liabilities. The company remains liable for any debts or obligations that existed before deregistration. The directors' obligations are also revived.

If the company was struck off because it failed to file annual returns or other documents, those filings must be brought up to date after restoration. The Companies Registry may impose conditions requiring the company to file outstanding returns and pay any late filing fees.

A liquidator is not required for administrative restoration, but may be involved if the company was in liquidation before being struck off. In that case, restoration by court order is the only route.

Summary

The two restoration routes are administrative restoration for companies struck off or dissolved within the past six years, and court order restoration for all other cases. Both routes require the company to settle outstanding liabilities and obtain the necessary consents. Restoration revives the company's legal identity and allows it to resume business as if it had never been dissolved.