Restoration of a Hong Kong company guide

Restoration of a Hong Kong Company

A company struck off or dissolved can be brought back to the register. This process, restoration, revives the company's legal identity as if it had never been removed. The Companies Registry records the restoration and the company is treated as having continued in existence without interruption.

Two methods can restore a restoration Hong Kong company. The correct method depends on how long ago the company was dissolved and the circumstances of its removal. Both routes restore the company to the register, but the procedure, the authority, and the conditions differ materially.

Administrative Restoration Hong Kong

Administrative restoration is handled directly by the Registrar of Companies without a court hearing. It is available where the Registrar struck off the company and no more than six years have passed since dissolution. The company must have been carrying on business or in operation at the time it was struck off. The application requires the consent of every person who was a member at the date of dissolution. Outstanding liabilities, including any amounts owed to the Government, must be settled.

Court Order Restoration Hong Kong

Restoration by court order is used where administrative restoration is not available. This includes cases where more than six years have passed since dissolution, where the company was dissolved after winding up, or where the Registrar's consent is refused. A court order restoration may also be the only option if the company's property has vested in the Government as bona vacantia. The court applies a test of good faith and considers whether it is just to restore the company. An application may be made by a former member, a creditor, or any other person who had an interest in the company before its dissolution.

Restore Dissolved Company Hong Kong

A dissolved company has been finally removed from the register and its legal existence has ended. To restore a dissolved company Hong Kong, the applicant must demonstrate that the dissolution was wrongful or that restoration is necessary to pursue a claim or to recover property. The court order route is the standard method for dissolved companies, and the application must be supported by evidence of the company's position before dissolution and the grounds for restoration.

Companies Registry Restoration

The Companies Registry restoration process starts with confirming which method applies. For administrative restoration, the applicant files the prescribed form with the Registrar together with supporting documents, including the consent of all former members and evidence that the company was in operation. The Registrar must be satisfied that the company would have been entitled to remain on the register at the time of striking off. For court order restoration, the applicant issues a petition to the court and, once granted, files the sealed order with the Registrar.