Q: What is company restoration?

A: Company restoration is the process of reactivating a company that has been dissolved or deregistered, allowing it to operate as it did before, including accessing previously frozen bank accounts.

Q: Why would a company be deregistered or dissolved?

A: Under Section 291 of the Companies Ordinance, a company may be struck off the Register of Companies if it is not carrying on business or is not in operation. Common reasons include administrative errors such as failing to file annual returns, or the company itself may apply for deregistration if it ceases to be used.

Q: Who can apply for company restoration?

A: An application to restore a company can be made by:

• A shareholder of the company
• A creditor of the company
• A person who feels aggrieved by the deregistration

Q: What are the steps to restore a deregistered company?

A: The steps to restore a deregistered company include:

1. Application to the Court: An application can be made to the Hong Kong High Court under section 291(7) of the Companies Ordinance.
2. Administrative Restoration: If dissolved by striking off by the Registrar of Companies, an application can be made for administrative restoration.

Q: What are the conditions for administrative restoration?

A: Conditions for administrative restoration include:

• The company was in operation or carrying on business at the time it was struck off.
• The company has no immovable property in Hong Kong that has vested in the Government.
• The company’s records must be up to date.
• Any other conditions imposed by the Registrar.

Q: Is there a time limit for applying for restoration?

A: Yes, an application for restoration must be made within 20 years from the date the company was struck off.

Q: What are the legal costs and expenses involved in company restoration?

A: Legal costs may include:

• Obtaining and reviewing relevant documents.
• Conducting necessary searches and inquiries.
• Drafting and filing the required documents.
• Filing fees to the Court and Companies Registry.
• Advertisement costs.
• Penalties for late filings and outstanding fees.

Q: How does restoring a company benefit its stakeholders?

A: Restoring a company allows it to resume operations, access frozen bank accounts, reclaim assets, and continue business activities, benefiting shareholders, creditors, and other stakeholders.

Q: Where can I get help with restoring a dissolved company?

A: Yip Tse & Tang Solicitors & Notaries offer professional services for company restoration. They have extensive experience in helping clients restore dissolved companies. You can contact them via phone/WhatsApp at 6214-9999 (Lawyer: Sharon Chan).

For more information, you can visit their website or submit an online form enquiry.

Common Scenarios and Examples

1. Freezing of Assets:

   • A company was dissolved, and its bank account with significant funds was frozen. The company was restored to access and utilize these funds.

2. Administrative Error:

   • A company failed to file its annual returns due to an administrative error and was struck off. Upon realizing the mistake, the company applied for restoration to resume its operations.

3. Creditor's Claim:

   • A creditor found that a company owing him money was deregistered. The creditor applied to restore the company to recover the debt.

Additional Resources

Remember to seek professional legal advice to ensure compliance with all legal requirements and procedures involved in restoring a deregistered company in Hong Kong.