It is not possible to reopen a dissolved company in Hong Kong easily once it has been struck off the register. However, depending on the circumstances of the dissolution, there are certain legal procedures that may result in the reactivation of a company.
Understanding Dissolution
It needs to be reiterated first and foremost that dissolution implies an end to a corporation’s existence before the law. Commonly, Hong Kong would subject companies to dissolution in any of three aspects, usually non-compliance by filing annual returns, renewal of business registration, by their respective shareholders voluntarily, and lastly by Compulsory winding up for Insolvency reasons under the orders from the Courts of the land.
Options to Reinstate
Despite the finality of dissolution, Hong Kong law provides two main avenues for potentially restoring a dissolved company, which essentially reverts the company to its pre-dissolution state:
- Administrative Restoration: This route is only available if the company was struck off the Companies Registry due to administrative reasons, such as failing to file annual returns. To be eligible for administrative restoration, the application has to be made within 20 years from the date of dissolution, and the company should have been operational or had assets at the time of the strike-off. The applicant has to pay all the outstanding liabilities, file any overdue documents, and a restoration fee.
- Restoration by Court Order: When administrative restoration is not available, the other avenue is an application to the court for a restoration order. It’s more intricate and can thus apply to more situations, which might involve dissolution due to winding-up proceedings of the business. The court will need convincing that restoration would be appropriate, perhaps on the grounds that the winding-up is unfair, disputes persist, or assets/liabilities need consideration and handling arising out of the dissolved company. This process involves litigation and therefore may be cumbersome, slow, and expensive.
Considerations
Restoration of a dissolved company by court order requires sufficient cause and the ability to address all regulatory requirements not satisfied at the point of dissolution. It’s best sought with the advice of an attorney who understands the nuances that surround the process.
Conclusion
While you cannot simply “reopen” a dissolved company in Hong Kong, there are, nevertheless, legal mechanisms to restore a company under certain conditions. Administrative restoration and court-ordered restoration both require consideration of legal and financial commitments, and they involve detailed procedural compliance in bringing a company back into legal existence.