Something you need to know about Company Restoration

In Hong Kong, company restoration re-registers a deregistered company and restores its legal status and operations. And here are something to know before restoring a de-registered company.

Company restoration can be done when a company needs to reopen or restore its legal status for some reasons. So what are the common causes? For example,

• if a company fails to conduct timely annual reviews or remains idle for one to two years, government cancellation is not advisable as it creates a negative record at the Registration Office; or

So there are a few things you need to know about restoring your company.

Firstly, the company must resolve all outstanding debts and legal disputes before it can reinstate itself. Otherwise, the company may face legal liability.

Secondly, not all Hong Kong companies can apply for restoration after de-registration.

• If the Hong Kong company has been deregistrated, but has forgotten that the assets in its name have not been transferred, you can continue to own the assets in its name by restoring the Hong Kong company.

• A local company that has been dissolved must file the application with the Court of First Instance within 20 years from the date of deregistration.

• Non-Hong Kong companies must apply within 6 years after the date of deregistration.

If it expires, you can not apply for company reinstatement.

After the company obtains the court order, if the documents delivered are correct, it will generally take about 2 months to restore the registration of the deregistered company.

Who can apply to the Registrar of Companies for administrative restoration? They are:

• for a dissolved local company, a person who was a director or member of the company; and

• for a non-Hong Kong company, a person who is a director or member of the company.

The Registrar will usually require the production of the written authorizations of the members of the company for making the application.

The conditions for administrative restoration are:

for a dissolved local company

• the company was in operation or carrying on business at the time its name was struck off the Companies Register;

• Government permits restoration of company’s property in Hong Kong if owned by Government as bona vacantia.

• the applicant must bring up to date the records of the company kept by the Registrar of Companies; and

• the applicant must pay the government’s costs and expenses for the property during dissolution or the application process.

for a non-Hong Kong company

• before deregistering from the Companies Register, the company must have had an active business presence in Hong Kong; and

• the applicant must bring up to date the records of the company kept by the Registrar of Companies; and

• the Registrar of Companies may also impose any other conditions as the Registrar thinks fit.

If you have any questions, please feel free to contact Centre O.

You may want to read: Deregistration and Restoration Q & A