Striking off a Hong Kong company
In our post "Dissolving a Hong Kong Company - Deregistration vs Liquidation" , we covered three legally formal ways to dissolve a company. These approaches are driven by the directors, shareholders and creditors. However, in certain circumstances, the Companies Registry ("CR") may initiate to dissolve a company, by way of striking off.
The common reason that cause striking off action is the companies failed to fulfill their statutory obligations, in most of the cases, failed to submit the Annual Return for at least 2 to 3 years.
Restoration of a struck off company
Restoration of a struck off Hong Kong company is time consuming and costly. Given the company in question has failed to attend basic statutory filings few years in a row, it is reasonable to seek professional assistance to secure the restoration.
The conditions to restore a struck off company:
Obtain shareholders' approval
Submit the application within 20 years after the date of dissolution
The company was in operation or carrying on business at the time its name was struck off
If the company has any immovable property situated in Hong Kong which has been vested in the government as bona vacantia, the government has confirmed no objection to the restoration
Attend to all pending statutory filings and to present up to date company information to the CR
Settle all pending government fee
Other conditions that the CR thinks fit
In general, the restoration takes 2 months to complete, after the submission.
The professional service fee in the market starts from HKD11,000, excluding the government fee which include:
Restoration application fee of HKD2,700
Statutory filing fee (with penalty), ranging from HKD1,740 to HKD3,480 per year
Any other fees imposed by the government authorities
The restored company is deemed to have continued in existence as if it had not been dissolved or struck off.
In addition, the company is required to fulfill all statutory requirements as set out in the Hong Kong Laws, include maintaining proper accounting records and attend to statutory filings.
A company will be restored under its former name. However, if the former name has, since the dissolution, been adopted for use by another company, it is required to change its name within 28 days after the restoration.
The company is also required to attend to all pending tax filing, including Profits Tax Return filing.
Maintain good standing
Since the striking off action is not initiated by the directors and shareholders of the company, Many directors and business owners could only manage to come to us for assistance few months (or years) after the striking off. This implies a higher professional service fee and government filing penalty the company has to pay, not to mention the longer time to complete the restoration. Therefore, we highly recommend all busy business people to hire a qualified corporate secretary to take care of all the statutory filling. The professional would help the company to maintain in good standing and to prevent the huge cost of restoration.