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.

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.

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.

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.

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.

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.

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.

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