Administrative restoration of a non-Hong Kong company section 799

Administrative Restoration Non-Hong Kong Company Section 799

The administrative restoration non-hong kong company section 799 procedure restores a deregistered overseas company to the Hong Kong Companies Register without a court order. The Registrar of Companies handles this process under Part 17 of the Companies Ordinance (Cap. 622). It applies only to companies removed from the register for reasons other than a court-ordered winding up.

Restore Foreign Company Hong Kong

To restore a foreign company, it must have been a registered non-Hong Kong company when struck off. This is an administrative, not judicial, process. The application goes to the Companies Registry, not the court. The applicant must be the authorised representative at the time of deregistration, or their successor.

The form you use depends on how long the company has been deregistered. If it was struck off less than six years ago, you can use the administrative route under section 799. After six years, restoration requires a court order under sections 762 or 766.

Section 799 Non-HK Company Restoration

Section 799 of the Companies Ordinance (Cap. 622) sets the conditions for administrative restoration. The company must have been carrying on business or had a place of business in Hong Kong at the time of deregistration. The Registrar must be satisfied the company was a registered non-Hong Kong company and that it was proper to keep it on the register.

Your application must include a declaration confirming the company still exists under its home jurisdiction's law. You must also provide evidence of a registered Hong Kong office and a consent letter from the authorised representative willing to act.

Non-Hong Kong Company Deregistration

The Companies Registry deregisters non-Hong Kong companies for several reasons. The most common is failure to file annual returns, including the NAR1 form. The Registrar sends notice to the company's Hong Kong registered office before striking it off. A company may also apply for voluntary deregistration under section 752 if it has ceased business in Hong Kong.

Deregistration does not extinguish the company's legal existence in its place of incorporation. The entity continues, but it cannot carry on business or hold property in Hong Kong. Section 799 restoration reverses this.

Restore Overseas Company HK

Restoring an overseas company requires several steps. First, confirm the company's current status in its place of incorporation. The Companies Registry will require a certificate of good standing or an equivalent document from the home registry.

Your application must include: - A completed restoration application form - A declaration of solvency or a statement that the company has no unspecified liabilities in Hong Kong - Evidence of the company's name and registered office in Hong Kong - A consent letter from the proposed authorised representative

The Registrar may impose conditions. These can include updating the company's registered particulars and filing any outstanding annual returns.

Restoration Conditions Under Section 799

The Registrar must be satisfied that several conditions are met before granting restoration. The company must have been a registered non-Hong Kong company immediately before deregistration, and it must have been proper to keep it on the register. The company cannot have been dissolved or wound up under its home jurisdiction's law.

Your application must be supported by a declaration that no legal proceedings are pending in Hong Kong and that no unsatisfied judgment exists. If there are unspecified liabilities, you must provide security or an undertaking to satisfy them. The Official Receiver has no role in administrative restoration unless the company was struck off during insolvency proceedings.

The Registrar will also check that the company's name is still available. If the name is too similar to an existing one, the company may need to adopt a new business name in Hong Kong.

Practical Steps for Filing

Submit the application to the Companies Registry. If satisfied, the Registrar will issue a notice of restoration. The company is then restored to the register as if it had never been deregistered. Any property or rights that vested in the government as bona vacantia revert to the company.

The restored company must then comply with all ongoing filing obligations. File the annual return within 42 days of the anniversary of incorporation. Failure to do so may result in a higher fee and further deregistration risk.

The Companies Registry website provides the current application forms and fee schedule. Processing times vary, but straightforward applications are typically processed within weeks of receipt of a complete application.