What is administrative restoration?
The administrative restoration procedure is a simple and easy way to restore a company that has been struck out by the Registrar of Companies. By administrative restoration, there is no need to go to court.
Common reasons for restoring a company to the register using the administrative restoration procedure include:
- that the company was still carrying on business or was in operation at the time that the Registrar struck off the company, and
- the company still owned property when it was struck off and dissolved, which has now vested as bona vacantia
Who can apply for administrative restoration?
When a company has been struck off pursuant to the Registrar’s powers contained in CO s 744 and s 745, a former director or former shareholder of the company can make an application to restore the company to the register by the administrative restoration procedure.
How to apply for administrative restoration？
An application may be made by a former director or former shareholder of the company by filing an application form within the period of twenty years from the date of dissolution of the company. A fee of HK$2,700 is payable to Companies Registry on delivery of the form.
The Registrar’s decision
The Registrar must notify the applicant of his decision on the application for administrative restoration. There is no specified time scale in which the Registrar must make his decision. If the Registrar decides to restore the company, the restoration will take effect from the date that the notice of his decision is sent.
If the company is restored to the register, the Registrar is obliged to enter a note of the date of the company’s restoration on the public register of the company, and place a notice of the restoration in the Hong Kong Government Gazette
If the Registrar refuses to restore the company by administrative restoration, an application to the court for restoration of the company by court order may be made within 28 days of the Registrar’s decision.
Effect of the restoration
On administrative restoration, the company is deemed to have continued in existence as if it had not been dissolved or struck off. The company will have to bring its records up to date and pay any penalties that were outstanding at the date of dissolution as a condition to the restoration.
For any issue regarding the restoration of a Hong Kong company, please do not hesitate to contact us for a consultation.