[Skip to Content]

 

Deregistration and Restoration

 
Q1.

Can any company apply for deregistration under the new Companies Ordinance (Cap. 622) ("the new CO")?

 
Q2.

Are there any changes in the conditions and requirements for making an application for deregistration under the new CO?

 
Q3.

Are there any changes in the documents required to be submitted with an application for deregistration under the new CO?

 
Q4.

By what means can a dissolved company be restored to the Companies Register under the new CO?

 
Q5.

What is "administrative restoration"?

 
Q6.

Can an application for administrative restoration be made in respect of any company?

 
Q7.

Can a dissolved company apply for administrative restoration any time?

 
Q8.

Who can apply for administrative restoration of a dissolved company?

 
Q9.

What are the conditions for administrative restoration?

 
Back Page
 


 
Q1.

Can any company apply for deregistration under the new Companies Ordinance (Cap. 622) ("the new CO")?

 
Answer:

No. Only a private company and a company limited by guarantee may apply for deregistration under Division 2 of Part 15 of the new CO.

 
Back to Top
 
Q2.

Are there any changes in the conditions and requirements for making an application for deregistration under the new CO?

 
Answer:

Yes. Apart from the three conditions specified in the old Companies Ordinance (Cap. 32), namely, the company has not commenced/has ceased operation or business, it has no outstanding liabilities and all the members agree to the deregistration, three additional conditions for deregistration are specified under section 750(2) of the new CO:

 
(a) the company is not a party to any legal proceedings;
(b) it has no immovable property situate in Hong Kong; and
(c) if the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong.
 
Back to Top
 
Q3.

Are there any changes in the documents required to be submitted with an application for deregistration under the new CO?

 
Answer:

No. There are no changes. The application must be in the specified form, accompanied by the prescribed fee and accompanied by a written notice of no objection to deregistration from the Commissioner of Inland Revenue.

 
Back to Top
 
Q4.

By what means can a dissolved company be restored to the Companies Register under the new CO?

 
Answer:

A company dissolved by deregistration may apply to the Court of First Instance for restoration.


A company dissolved by striking off by the Registrar of Companies may apply for restoration by court order or by administrative restoration, see Answer to Q5 below.


For restoration by court order, an application can be made to the Court of First Instance pursuant to section 765 of the new CO. You are advised to seek professional advice regarding the application procedure.

 
Back to Top
 
Q5.

What is "administrative restoration"?

 
Answer:

"Administrative restoration" is a new process to administratively restore a company to the Companies Register by the Registrar of Companies. For more information on administrative restoration, please refer to the “Guidance Notes on Application for Administrative Restoration”.

 
Back to Top
 
Q6.

Can an application for administrative restoration be made in respect of any company?

 
Answer:

No. To be eligible for administrative restoration, the company's name must have been struck off the Companies Register by the Registrar of Companies and the company must have been dissolved consequently. A company which was dissolved by way of deregistration or winding up cannot apply for administrative restoration.

 
Back to Top
 
Q7.

Can a dissolved company apply for administrative restoration any time?

 
Answer:

No. For a dissolved local company, an application must be made within 20 years after the date of the dissolution. For a non-Hong Kong company, an application must be made within 6 years after the date of the striking off.

 
Back to Top
 
Q8.

Who can apply for administrative restoration of a dissolved company?

 
Answer:

The persons who can apply to the Registrar of Companies for administrative restoration are:

 
(a)

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

(b)

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.

 
Back to Top
 
Q9.

What are the conditions for administrative restoration?

 
Answer:

The conditions for administrative restoration are:

 
(a)

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;

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

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

the Government’s costs, expenses and liabilities in dealing with the property or right during the period of dissolution, or in connection with the proceedings on the application, have been paid or reimbursed by the applicant.

(b) for a non-Hong Kong company
 

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; and

the applicant must bring up to date the records of the non-Hong Kong company kept by the Registrar of Companies.

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

 
Back to Top
 
Note
 
 

Please also see FAQs – Local Limited Companies

 

Deregistration, Striking Off and Winding Up

Back to Top