Guide to Restoration of Company under Hong Kong New Companies Ordinance

(Effective: 3 March 2014)

1. Introduction

The new CO introduces a new "administrative restoration" procedure, which is a new process to administratively restore a company to the Companies Register by the Registrar of Companies ("the Registrar") without the need for recourse to the Court of First Instance as required under Cap. 32.

2. Application for Restoration

(1) Restoration of Local Company

A local company dissolved pursuant to striking off action by the Registrar may apply for administrative restoration if the following conditions set out under section 761 of the new CO are met:

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

(b) if the company has any immovable property situate in Hong Kong which has become vested in the Government as bona vacantia, the Government has confirmed that it has no objection to the restoration;

(c) the applicant must bring up to date the company’s records kept by the Registrar; and

(d) any other conditions imposed by the Registrar as the Registrar thinks fit.

(2) Restoration of Non-Hong Kong Company

A non-Hong Kong company whose name has been struck off the Companies Register may also apply for administrative restoration. Section 800 sets out the conditions for administrative restoration:

(a) the company had a place of business in Hong Kong at the time of the application and at any time within the period of 6 months before its name was struck off the Companies Register;

(b) the applicant must bring up to date the company’s records kept by the Registrar; and

(c) any other conditions imposed by the Registrar as the Registrar thinks fit.

3. Limitation of the New Procedure

The new procedure however does not apply to local companies which were dissolved by way of deregistration. For such cases, applications for restoration should continue to be made to the Court pursuant to sections 765 to 767 of the new CO.

4. Persons Eligible for Application

Where a company has been struck off the register by the Registrar or deregistered upon its own application under the new CO, and thereby dissolved, any director or member or creditor of the company or any interested person, including the Hong Kong Government, may make an application to the Court for the restoration of the company.