Yip Tse & Tang Solicitors & Notaries | helping to Restore a Dissolved/Deregistered HK Company 恢復有限公司身份 解凍資產 重新營運

Sharon Chan_full-400x600We have over 24 years of legal experience in Hong Kong. We now have over 30 lawyers serving a wide breath of legal needs of individuals and enterprises in Hong Kong. We have over 10 offices distributed in the Hong Kong territory, ready to provide clients of all walks of life convenient, easily accessed and affordable legal services.

We have restored lots of companies

Our lawyers have experience in applying for clients to restore a dissolved Hong Kong company pursuant to the Companies Ordinance, mostly for the purpose of de-freezing a bank account which is saved with an unaware cash deposit. We have full experience on restoring a company.

Restoration of a dissolved company will re-activate the life of a company. It may then operate as before, including drawing of the money from a frozen bank account.

 

COMPANY RESTORATION ENQUIRY HOTLINE

Tel/WhatsApp:6214-9999 (Lawyer: Sharon Chan, picture)

Online Form Enquiry

Our website on other legal services:www.ytt.lawyer


Background information on Hong Kong company restoration

Company Struck off

Section 291 of the Companies Ordinance provides that the Registrar of Companies may strike a company off the Register of Companies if he has reasonable cause to believe that the company is not carrying on business or is not in operation.

Very often, due to administrative inadvertence, a private company may have failed to file annual returns and thus the relevant filing fees were not paid.

Also, a company itself may apply it to be struck off for various reason, e.g. cease of use.

The Application to Restore

If a company has been struck off voluntarily or by the Registrar, an application
may be made to the Hong Kong High Court under section 291(7) of the Companies Ordinance:

  • a shareholder or
  • a creditor of the company or
  • a person who feels aggrieved by the deregistration.

The order made is called a restoration order by the Court and the company is back to the companies register.

Time limit to apply restoration

There is a time limit for the application. It has to be made at any time within 20 years of the date on which the company was struck off.


A shareholder, a director, a creditor or "an aggrieved party" may apply to restore a dissolved company

Some times, a creditor may find that a company which still owed him money had been deregistered or struck off and dissolved. According to the Companies Ordinance, a creditor or "an aggrieved party" may apply to the court for an order to restore the company. The court is known to be the High Court of the First Instance.

Since this may involve legal proceedings, a creditor or "an aggrieved party" desirous to make an application should better seek professional advice from lawyers.

Of course, a shareholder or a director may also do a similar application to restore a dissolved company.


How to restore a company already been dissolved by deregistration?

There are two types of dissolutions under Hong Kong's Companies Ordinance:

  1. dissolved by deregistraion
  2. dissolved by striking off by the Registrar of Companies.

A company dissolved by deregistration (i.e. under Type 1) may apply to the Court of First Instance for restoration.

A company dissolved by striking off by the Registrar of Companies (i.e. under Type 2) may apply for restoration by:

  • court order or
  • by administrative restoration.

For restoration by court order, an application can be made to the Court of First Instance pursuant to section 765 of the Companies Ordinance. Since this may involve legal proceedings, an applicant desirous to make an application should better seek professional advice from lawyers.


Types of company that may apply for deregistration

The following types of companies may apply to deregister its company status:

  • a private company and
  • a company limited by guarantee

may apply for deregistration under Division 2 of Part 15 of the new CO. Therefore, not all types, e.g. public listed company, may apply for deregistration.


3 Conditions required for a company to be restored

The Registrar of Companies may on application by a director or member of the company (e.g. shareholder), restore the company as long as three conditions are met. They are:-

  1. The company was in operation when it was struck off
  2. The Government has no objection,
  3. The applicant must bring up to date the company’s records.

Our legal services on company restoration is to assist client applicants on how to have these 3 restoration conditions be satisfied.


Legal Costs & Expenses on Company Restoration

Our professional fees on the following services:

  1. obtaining and perusing relevant letters and various related documents
  2. make necessary searches and enquiries on outstanding matters or fees
  3. drafting and completing the documents necessary for the application
  4. drafting affirmation and the restoration order
  5. filing the application with the Court
  6. serving documents and communicating with on the Registrar of Companies
  7. attending advertisement
  8. attending court hearing

The following items are out-of-pocket expenses. Disbursements or Expenses: 

  1. outstanding fees on annual returns such as filing fees
  2. outstanding business registration fees
  3. penalty for late filings and other penalties
  4. filing fees to Court  
  5. filing fees to the Companies Registry on the restoration application
  6. advertisement

An itemized breakdown will be provided to the Applicant client on enquiry. "Disbursements and Expenses" is by way of case by case basis. Our professional fees refer our itemised professional services but not including other services not covered in the service scope.


Administrative Restoration of a Hong Kong dissolved company

A local company dissolved pursuant to striking off action by the Registrar may apply to be administratively restored if the  conditions under section 761 of the Companies Ordinance are met :-

  1. company was in operation or carrying on business at the time its name was struck off the Companies Register;
  2. if the company has any immovable property in Hong Kong which has become vested in the Government as bona vacantia and the Government has no objection to the restoration;
  3. the applicant must bring up to date the company's records kept by the Registrar; and
  4. any other conditions imposed by the Registrar as he thinks fit.

Addresses and Opening Hours

Office Hours: 
Mon-Fri 10AM - 6PM
(Lunch Hour 1PM - 2:15PM)
Sat 10AM - 1PM

HONG KONG ISLAND DISTRICT

 

CENTRAL, HONG KONG 

Address : Room 1801, 18/F Wing On House, 71 Des Voeux Road Central, Hong Kong

ADMIRALTY, HONG KONG

Address : Room 1202, 12/F, Tower 1, Lippo Centre, 89 Queensway, Admiralty, Hong Kong

CAUSEWAY BAY, HONG KONG

Address : Unit 2503, 25/F, Causeway Bay Plaza 1, 489 Hennessy Road, Causeway Bay, Hong Kong

NORTH POINT, HONG KONG 

Address : Unit 1701, 17/F, Hang Seng North Point Building, 339 King's Road, North Point, Hong Kong

CNT HOUSE, WANCHAI, HONG KONG

Address : 2/F., CNT House, 120 Johnston Road, Wan Chai, Hong Kong

 

KOWLOON  DISTRICT

 

GRAND TOWER, MONGKOK, KOWLOON 

Address : Room 2118, 21/F, One Grand Tower, 639 Nathan Road, Mongkok, Kowloon

CHUNG KIU COMMERCIAL BUILDING, MONGKOK, KOWLOON 

Address : Room 1805, 18/F, Chung Kiu Commercial Building, 47-51 Shan Tung Street, Mong Kok, Kowloon

KWUN TONG, KOWLOON 

Address : Unit F, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon

SAN PO KONG, KOWLOON

Address : Unit H, 12/F, Maxgrand Plaza, 3 Tai Yau Street, San Po Kong, Kowloon

LAI CHI KOK MTR KOWLOON 

Address : Room 813-4, 8/F, Tower 1, Cheung Sha Wan Plaza, 833 Cheung Sha Wan Road

 

N.T.  DISTRICT

 

TAI PO, N.T. 

Address : Shop 74, 1/F Fortune Plaza Shopping Centre, 4 On Chee Road, Tai Po, N.T.

SHATIN, N.T. 

Address : Unit 1517-18, Level 15, Tower II, Grand Central Plaza, 138 Shatin Rurul Committee Road, Shatin.

TSUEN WAN, N.T. 

Address : Room 2301A-6B & 7A, 23/F, Nan Fung Centre, 264-298 Castle Peak Road, Tsuen Wan

YUEN LONG, N.T. 

Address : Room 701, HSBC Building Yuen Long, 150-160 Castle Peak Road, Yuen Long

SHEUNG SHUI, N.T. 

Address : Room 1116-7, 11/F, Landmark North, 39 Lung Sum Road, Sheung Shui

TUEN MUN, N.T. 

Address : Room 2301, 23/F, Tuen Mun Parklane Square, 2 Tuen Hi Road, Tuen Mun