Deregistration and Restoration

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.

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:

1. the company is not a party to any legal proceedings;
2. it has no immovable property situate in Hong Kong; and
3. if the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong.

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.

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.

"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”.

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.

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.

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

1. for a dissolved local company, a person who was a director or member of the company; and
2. 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.

The conditions for administrative restoration are:

1. 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.
2. 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 company kept by the Registrar of Companies; and

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