How do I restore a struck-off company in Hong Kong

How to Restore a Struck-Off Company

A company struck off the Hong Kong Companies Register can be restored by one of two methods: administrative restoration or court order restoration. The right method depends on the reason the company was removed, how long ago it was struck off, and whether anyone has taken over the company's property. Act promptly. The available routes close over time.

The Companies Registry strikes a company off the register when it has reasonable cause to believe the company is not carrying on business or in operation. This typically follows the company's failure to file annual returns or other statutory documents. Being struck off is not the same as being deregistered, and it does not extinguish the company's liabilities or the directors' duties. Restoration reverses the striking off and treats the company as if it had never been removed.

Company Restoration Hong Kong: Administrative Restoration

Administrative restoration is the simpler route, handled directly by the Companies Registry without a court application. It is available only if all of the following conditions are met:

• The company was struck off under section 746 of the Companies Ordinance (Cap. 622).
• The application is made within six years of the date the company was struck off.
• The company was carrying on business or in operation at the time it was struck off, or ceased business not more than three months before being struck off.
• The company has not been dissolved following winding up.
• All outstanding documents and fees have been brought up to date.
• The company has no outstanding liabilities to the Inland Revenue Department.

The applicant must be a former director or member of the company. The application is made on the prescribed form (Form NDR1 is not used here; the Registry provides a separate application for administrative restoration). The Companies Registry will require the company to file all overdue annual returns and pay the outstanding registration fees, including the higher registration fees for late delivery of Form NAR1. You must also obtain a letter of no objection from the Commissioner of Inland Revenue confirming there are no outstanding tax liabilities.

If the company's name has been taken by another entity since the striking off, the restored company must change its name.

Court Order Restoration

Where a company does not qualify for administrative restoration, it may be restored by court order under section 765 of the Companies Ordinance. Court restoration is the only route where:

• More than six years have passed since the company was struck off.
• The company was struck off for reasons other than section 746 (for example, following winding up or deregistration).
• The company was dissolved after a members' or creditors' voluntary liquidation.
• The applicant is not a former director or member but a creditor, a liquidator, or another person who appears to have an interest in the restoration.

The court may order restoration on any terms it thinks fit. It commonly requires the applicant to file all outstanding documents, pay the overdue fees, and take steps to restore the company to a position as if it had never been struck off. The court may also give directions regarding the company's property, which by law vests in the government as bona vacantia when a company is dissolved.

A court order restoration is necessary if the company needs to bring or defend legal proceedings, because a dissolved company cannot sue or be sued.

Hong Kong Company Revival: What Happens After Restoration

Once the company is restored, whether by administrative restoration or court order, the Companies Registry re-registers the company and issues a new Certificate of Restoration. The company is treated as having continued in existence without interruption. This means:

• All property vested in the government returns to the company.
• Any legal proceedings that would have been brought or continued are revived.
• The company must resume its ongoing compliance obligations, including filing annual returns and audited financial statements for the period it was struck off.

The directors should ensure the company's statutory registers are brought up to date and that a company secretary and registered office are in place. If a liquidator had been appointed before dissolution, the liquidator's obligations under the Companies Ordinance continue.

Applying for Administrative Restoration: Practical Steps

The Companies Registry publishes guidance notes and application forms for administrative restoration on its website. The process involves:

1. Confirming eligibility (within six years, no winding up, no outstanding liabilities).
2. Filing all overdue annual returns and paying the outstanding fees, including the higher registration fees for late filing of Form NAR1.
3. Obtaining a notice of no objection from the Inland Revenue Department for outstanding tax matters.
4. Submitting the administrative restoration application with the required fee.
5. If the company's name is no longer available, applying for a change of name at the same time.

The Registry normally processes administrative restoration applications within a few weeks, provided all documents are in order. Court order restoration takes longer and requires instructing a solicitor to prepare the petition and attend the hearing.

When Administrative Restoration Is Not Possible

Administrative restoration is not available if the company was struck off following winding up, if a liquidator was appointed, or if the company's property has been distributed to members. In those cases, only a court order can restore the company. A liquidator or a person who was a member at the time of dissolution may apply.

A restored company must comply with all obligations under the Companies Ordinance from the date of restoration. Directors should seek professional advice before making the application, particularly where the company has outstanding liabilities or where legal proceedings are involved.