Deregistration and Restoration

Deregistration

• The new Companies Ordinance (Cap. 622) ("the new CO") extends the voluntary deregistration procedure to companies limited by guarantee. A private company and a company limited by guarantee may apply for deregistration under section 750 of the new CO.

• Apart from the three conditions specified in the old Companies Ordinance (Cap. 32) ("the old Ordinance"), 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:

  • 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.

Restoration

• The new CO introduces a new "administrative restoration" procedure, which is a new process to administratively restore a company to the Companies Register by the Registrar of Companies ("the Registrar") without the need for recourse to the Court of First Instance as required under the old Ordinance. The new procedure is NOT applicable to a company which was dissolved by way of deregistration or winding up

• A local company dissolved pursuant to striking off action by the Registrar may apply for administrative restoration if the following conditions set out under section 761 of the new CO are met:

  • 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 confirmed that it has no objection to the restoration;

  • the applicant must bring up to date the company’s records kept by the Registrar; and

  • any other conditions imposed by the Registrar as the Registrar thinks fit.

• A non-Hong Kong company whose name has been struck off the Companies Register may also apply for administrative restoration. Section 800 sets out the conditions for administrative restoration:

  • 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;

  • the applicant must bring up to date the company’s records kept by the Registrar; and

  • any other conditions imposed by the Registrar as the Registrar thinks fit.

• The new procedure however does not apply to local companies which were dissolved by way of deregistration. For such cases, applications for restoration should continue to be made to the Court pursuant to sections 765 to 767 of the new CO.

• Where a company has been struck off the register by the Registrar or deregistered upon its own application under the new CO, and thereby dissolved, any director or member or creditor of the company or any interested person, including the Government, may make an application to the Court for the restoration of the company.

• Sections 749 to 751 and 760 to 768 of Part 15

• Sections 799 to 801 of Part 16

• The following provisions of the old Ordinance, as in force immediately before their repeal, continue to apply in respect of a matter provided for in the provisions:

  • Sections 291(2), (3) and (6), 291A and 291AA – Striking off and deregistration of a company

  • Sections 291(7), 291A(2) and 291AB – Application for restoration of a dissolved company

  • Section 292(2) – Effect of court order for restoration or reinstatement on bona vacantia

Please refer to sections 128 to 131 of Schedule 11 to the new CO for the conditions and application of the transitional arrangements.