The answer first
A Hong Kong company can be struck off the register by the Registrar, for example when it appears to be defunct, or dissolved after deregistration or winding up. Once dissolved, the company no longer exists, and its property in Hong Kong passes to the Government as bona vacantia. In many cases the company can be restored, but the process takes time and money.
A company struck off by the Registrar can apply for administrative restoration within 20 years of dissolution, if conditions are met. Other cases may apply to the Court of First Instance.
At a glance
- Administrative restoration
- Companies struck off by the Registrar; within 20 years
- Court restoration
- Deregistered companies and other cases; normally through solicitors
- While dissolved
- No trading, no contracts, no bank account; Hong Kong assets vest in the Government
Two routes to restoration
| Point | Administrative restoration | Court restoration |
|---|---|---|
| Applies to | Companies struck off by the Registrar | Companies struck off or deregistered (and other cases) |
| Who applies | A person who was a director or member at the time of dissolution | Persons with standing under the Companies Ordinance |
| Time limit (local company) | 20 years after dissolution | Generally 20 years after dissolution |
| Key condition | The company was in operation or carrying on business when struck off | As the court decides |
| Process | Application to the Registrar with outstanding documents and fees | Court application, normally through solicitors |
What restoration involves
- Confirm the route and eligibility.
- Prepare all outstanding Annual Returns and other filings, with government fees and late fees.
- Settle any liabilities and costs required as conditions.
- Deal with any property that passed to the Government, including obtaining consent where needed.
- File the application and supporting documents.
- After restoration, renew Business Registration and resume normal compliance.
Legal advice may be requiredCourt restoration requires legal representation. Restoring a company may also revive its liabilities. Take advice before applying.
Why prevention is better
- The company cannot trade, sign contracts or use its bank account while dissolved.
- Assets in Hong Kong vest in the Government until restoration.
- Directors may face prosecution for earlier defaults.
- Restoration is slower and more expensive than keeping filings current, or closing the company properly.
Key takeawayIf you no longer need a company, close it properly by deregistration or winding up. Abandoning it leads to striking off, and often to restoration costs later.
Self-check: where do you stand?
| Question | If the answer is no |
|---|---|
| Do you know when and how the company was dissolved? | Search the Companies Registry record |
| Do you know whether the company held any assets in Hong Kong? | Identify them before applying |
| Were you a director or member at dissolution? | Confirm who is eligible to apply |
| Are all outstanding filings ready? | Prepare them as part of the application |
| Do you actually need the company back? | Consider whether a new company would be simpler |
How DBMS Global can help
- Checking the dissolution record and eligibility.
- Preparing outstanding filings and administrative restoration applications.
- Coordinating with solicitors for court restoration.
In summary
- Administrative restoration within 20 years if eligible.
- Court restoration in other cases.
- Keep companies compliant, or close them properly.
Official references
- Companies Ordinance (Cap. 622), Part 16: deregistration, striking off and restoration (including section 765)
- Companies Registry: FAQs and guidance notes on restoration, www.cr.gov.hk