Restoration of Company in Hong Kong Should be Done by Court Order in the following Situation
An application to the court to restore a company to the register may be made where a company has been:
- struck off the register at the instigation of the Registrar of Companies pursuant to CO ss 746, 747, 748
- struck off the register under section 291 of the former Companies Ordinance (Cap 32), or
- struck off the register by deregistration of the company pursuant to CO s 751
Application for Restoration of Company by Court Order: Who To Apply?
The court will allow anyone who feels aggrieved by the striking off to bring an application to restore a company by court order. In the practice, the following categories of persons are permitted to bring an application, including:-
(1) a former director, shareholder, creditor or liquidator of the company;
(2) any other person, including the Government, who appears to the Court to have an interest in the matter.
Application for Restoration of Company by Court Order: When and How To Apply?
An application to the court for restoration generally need be made within 20 years after the date of the dissolution. Application should be made to the High Court of Hong Kong by way of an originating summons supported by an affirmation. The affirmation in support should include the following information and documents as exhibits:-
- details of the interest of the applicant
- the date of incorporation of the company
- the registered address of the company
- exhibits of the company’s constitutional documents
- details of the company’s share capital and members
- names of the company’s directors and company secretary (if applicable)
- a full explanation of the reasons why the company was struck off (if known by the applicant)
- the date on which the company was struck off, and
- an explanation of the reasons why the application for restoration is being made
Restoration of Company by Court Order
The court will order the restoration of the company to the register if it think fit and just to do so. If the court orders restoration of the company the restoration takes effect on the delivery of a copy of the order to the Registrar of Companies.
Following receipt of the court’s order the Company Registrar will publish a notice in the Hong Kong Government Gazette for the restoration of the company to the register.
The Legal Effect of Company Restoration
By an order for the restoration of the company to the register, a company is deemed to have continued in existence as if it had not been dissolved or struck off the register.
Restoration of Company by Court Order in Hong Kong – The Court’s Power
The court may give directions in order to place the company and all other persons in the position they would have been in (as far as possible) if the company had not been struck off or dissolved.
The court has the power to order the suspension of the limitation period for creditors whose claims were not time-barred at the date of dissolution, but would otherwise be so when a company was restored, as such a direction would put the creditors in the position they would have been in had the dissolution not occurred.
The court will usually give directions to the company:
(1) to deliver documents to the Registrar to bring the company’s records up to date;
(2) to pay the Registrar’s costs in connection with the restoration of the company;
(3) where the company owned property which has been vested in the Government, to pay any costs of the Government’s representative in dealing with that property during the period of dissolution or in relation to the restoration of the company.
For any issue regarding the restoration of a Company in Hong Kong by Court Order, please do not hesitate to contact us.