1/ Can any company registered in Hong Kong apply for deregistration under the new Company Ordinance (Cap.622) (“the new CO”) at the Company Registry?
No. Only if it is a private company and a company limited by guarantee may apply for deregistration under Division 2 of Part 15 of the new CO.
2/ Are there any changes in the conditions and requirements for making an application for deregistration under the new Company Ordinance?
Yes. Besides of 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. Additionally, there are three new conditions for deregistration are specified under section 750(2) of the new CO:
- the company is not a party to any legal proceedings;
- it has no immovable property situate in Hong Kong; and
- if the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong.
3. Under the new CO, are there any changes in the document submission requirement for deregistration?
No. The documents required are same as before. The application must be in the specified form, accompanied by the prescribed fee, as well as accompanied by a written notice of no objection to deregistration from the Commissioner of Inland Revenue.
4. How to restore a dissolved company to the Company Register under the new CO?
In brief, it is depending on:
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.
For restoration by court order, an application can be made to the Court of First Instance pursuant to section 765 of the new CO.
5. What is “administrative restoration”?
In general “Administrative restoration” is a new process to administratively restore a company to the Companies Register by the Registrar of Companies.
6. Can any company apply for administrative restoration?
No. To be eligible for administrative restoration, the company’s name must have been struck off due to the Companies Register by the Registrar of Companies and also the company must have been dissolved consequently. A company which was dissolved by way of deregistration or winding up cannot apply for administrative restoration.
7. Can a dissolved company apply for administrative restoration any time?
No, hence there are time limitation as below:
For a dissolved local company, within 20 years after the date of the dissolution. Whereas, for a non-Hong Kong company, within 6 years after the date of the striking off.
8. Who can apply for administrative restoration of a dissolved company?
Hence there are limitations for the persons who can apply to the Registrar of Companies for administrative restoration. For a dissolved local company, a person who was a director or member of the company. Same as to 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.
9. What are the conditions for administrative restoration?
Importantly, there are conditions for administrative restoration are:
(a) For a dissolved local company
- the company was in operation or carrying on business at the time. And the name strike off from 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. The applicant paid or reimbursed.
(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 company kept by the Registrar of Companies; and
The Registrar of Companies may also impose any other conditions as the Registrar thinks fit.
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