- A struck-off company can be restored, usually without court. A former director or member applies to the Companies Registry within 20 years of dissolution, for a non-refundable HK$2,700.
- That route is only for companies the Registrar struck off. Deregistered or wound up, and your only option is the Court of First Instance under section 765.
- Condition 1 is the trap: the company must have been in operation or carrying on business when struck off. Many were not, which pushes them to court.
- The HK$2,700 is the small part. Every missed annual return must be filed first, at up to HK$3,480 each. Three years at the top of that scale is HK$10,440.
- Struck off by the Registrar? Apply to the Registry for administrative restoration. HK$2,700, within 20 years of dissolution.
- Deregistered or wound up? Administrative restoration isn't available. You apply to the Court of First Instance under section 765.
- The catch: the company must have been trading when struck off, and every outstanding annual return has to be filed first.
- First step: confirm on the register what actually happened before spending anything.
Restoring a struck-off Hong Kong company starts with one question, and most people get it wrong: were you struck off by the Registrar, or did you deregister? That fact decides whether you file a form for HK$2,700 or instruct a solicitor.
Most founders hear it from someone else, when a bank freezes the account or a client runs a search. Incorporate remotely, let the Registry’s letters go to an address you no longer monitor, and the striking off happens without you.
In this guide, you’ll learn:
- How to tell whether you were struck off or deregistered, and why it changes everything
- The four statutory conditions for administrative restoration, including the one most companies fail
- What restoration really costs once the missing annual returns are added in
- When a court application is your only route, and who is allowed to bring one
- When restoring isn’t worth it, and when it is
Were you struck off, or did you deregister?
Striking off is done to you. Deregistration is something you applied for.
The Registrar may strike a company off where it appears the company is not in operation or carrying on business. It can also happen during a winding up, where the liquidator’s returns have been outstanding for six consecutive months and no liquidator appears to be acting. You cannot ask to be struck off. How a company gets struck off is a separate process.
Deregistration is the opposite. You apply, with Form NDR1 and a Notice of No Objection from the Commissioner of Inland Revenue. If you deregistered your company deliberately, you know, because you signed for it.
Find your row, then jump to that section.
Administrative restoration | Restoration by court order | |
Who it’s for | Companies struck off by the Registrar | Companies deregistered or wound up, or struck off but not trading |
Who can apply | A former director or member | Any director, member or creditor, or any interested person, including the Government |
Decided by | The Registrar of Companies | Court of First Instance, section 765 |
Time limit | 20 years from dissolution; 6 years for a non-Hong Kong company | No limit published. Take advice |
Registry fee | HK$2,700, non-refundable | Court and legal costs, case by case |
Plus | Every outstanding annual return, HK$870 to HK$3,480 each | Same filing backlog applies |
Form | Annex 3 (local) or Annex 4 (non-Hong Kong) | Court application |
How do you check what actually happened to your company?
Search the register before you spend anything. Run a Hong Kong company search and read two fields: whether the status says struck off or dissolved following deregistration, and the exact dissolution date. That date starts the 20-year clock. If it was deregistration, the administrative route below is closed to you.
Can you use administrative restoration?
Only if the Registrar struck the company off. The Registry is explicit that the procedure is not applicable to a company dissolved by way of deregistration or winding up. If that fits, here’s the shape of it:
- Who applies: a person who was a director or member.
- Deadline: within 20 years after dissolution, or 6 years from striking off for a registered non-Hong Kong company.
- Fee: HK$2,700, non-refundable.
- Form: Annex 3 for a local company, Annex 4 for a non-Hong Kong one, both in the Registry’s guidance notes on administrative restoration.
The statutory machinery sits in sections 760 to 762 and 769 to 772 for local companies, and 799 to 801 for non-Hong Kong companies.
What are the four conditions you have to satisfy?
All four must be met, and the Registrar can add others. The application will not be granted unless:
- the company was in operation or carrying on business when its name was struck off
- where it has immovable property in Hong Kong vested in the Government as bona vacantia, the Government has no objection
- the applicant has delivered the documents necessary to bring the company’s records up to date
- the Government’s costs, expenses and liabilities in dealing with the property, or on the application, have been paid or reimbursed
Registered non-Hong Kong companies face two conditions rather than four, and the first differs: the company must have had a place of business in Hong Kong at the time of the application and at any time in the six months before it was struck off.
Condition 1 is where most applications die. The Registrar strikes companies off precisely because it appears they are not in operation or carrying on business, so this test asks you to prove the opposite of the Registrar's own reason for acting. A company that was genuinely trading and simply missed the correspondence can clear it. A shell that stopped years ago usually cannot, and its route is the court.
What does it cost to restore a Hong Kong company?
Budget for the filing backlog, not the restoration fee. Condition 3 means filing every annual return the company missed, and late returns carry a much higher registration fee.
Item | Cost |
Administrative restoration fee | HK$2,700, non-refundable |
Annual return on time (within 42 days of the incorporation anniversary) | HK$105 |
Over 42 days but within 3 months late | HK$870 |
Over 3 but within 6 months | HK$1,740 |
Over 6 but within 9 months | HK$2,610 |
Over 9 months | HK$3,480 |
Accounts and audit for the missing years | Quoted on the work |
Do the arithmetic first. Three missed years at the top of the scale is HK$10,440 in filing fees, taking the bill to HK$13,140 with the restoration fee, before anyone opens the accounts.
There’s no relief on the late fees either. Per the Registry’s annual return guidance, the Registrar does not have power to extend the statutory time limit for delivery. What those outstanding annual returns involve is covered separately.
The HK$2,700 is not refunded if the application is refused, and the documents you file to update the records are not returned either. So sequence matters: satisfy yourself on condition 1 before paying to reconstruct years of accounts, or a refusal leaves you with the cost and no company.
When is a court application your only route?
A court application is your only route once the administrative route is closed. Three situations push you to the Court of First Instance under section 765:
- The company was deregistered.
- The company was wound up.
- The company was struck off and cannot show it was trading at the time.
The trade-off: cost against standing. A court application means legal representation and no published fee scale. What you get in return is a wider door — any director, member, or creditor, or any interested person (including the Government), may apply. That’s why a creditor chasing a dissolved debtor has only this route open.
One honest gap: the Registry publishes no time limit for a court application. The twenty-year figure that circulates comes from section 291(7) of the old Companies Ordinance (Cap. 32), which has been superseded. Treat the timing as a question for your solicitor, not a number to take from an article.
What happens once the company is restored?
The company goes back on the register as of the date the Registrar gives notification. The Registrar registers that notification and publishes a notice of the restoration in the Gazette.
Two things catch people out:
- Name conflicts: if another company adopted your former name since the dissolution, you must change your name within 28 days of restoration.
- Restoration isn’t a full reset: this is a Companies Registry event only. It doesn’t settle your Business Registration position or any outstanding profits tax returns — those are cleared with the Inland Revenue Department separately.
The filings aren’t forgiven. Bringing the records up to date is condition 3 for restoration, so by the time it’s granted, you’ve already filed the missing years. The accounting work happens before restoration, not after.
What mistakes stall a restoration application?
Most stalled applications don’t fail on the four conditions themselves. They fail on the order things get done in, or on who the applicant assumes needs to sign off. Here are the four mistakes that come up most often:
Reconstructing the books before condition 1 is settled
The HK$2,700 fee and the cost of rebuilding your accounts are both non-refundable if the Registrar refuses the application. Before you reconstruct years of ledgers, confirm whether the company was actually trading when it was struck off — or get advice on it. That’s the fact condition 1 turns on, and it’s worth settling first.
Treating the IRD as the restoration desk
Administrative restoration is a Companies Registry process, not an Inland Revenue Department one. The IRD still matters once you’re back on the register — for Business Registration and profits tax — but it has no say in whether the restoration is granted.
Assuming one director can apply without the other members
Unless you’re the sole member, the Registry normally wants written authorisation from every member, not just the applying director. A co-member you can’t reach is a practical dead end, even if all four conditions are otherwise met.
Budgeting only for the HK$2,700 fee
Late annual returns cost HK$870 to HK$3,480 each. Three missed years at the top of that range already costs more than the restoration fee itself.
When isn’t restoring the right next step?
Skip or pause restoration if:
- The company holds no asset, contract, licence, bank balance or trading history you need to keep.
- You can’t show it was in operation when struck off, and a court application isn’t worth the legal cost for what you’d recover.
- Former members won’t authorise the application and you have no appetite for the court route.
- You’re mainly chasing a clean name for a new venture: a fresh incorporation is often cheaper than a multi-year backlog.
When is restoring a good fit?
It fits when:
- The old entity still holds property, cash, a contract, a licence or a claim you need to enforce.
- The register shows struck off (not deregistered or wound up), and you can evidence trading at the time.
- You’re prepared to file every missed annual return and rebuild the accounts first.
- Keeping the trading history or counterparties matters more than starting a new company number.
Where none of that applies, re-incorporate and, if you later need a holding shell, use dormant company status properly rather than letting another entity drift.
How Sleek helps you restore a Hong Kong company
Most restoration files stall on the same two questions: which dissolution path you were on, and how many years of returns and accounts are missing. Sleek helps you answer those before you pay the non-refundable fee, and the Hong Kong company compliance FAQs cover what keeps a restored company on the register.
With Sleek, you can:
- Establish which route applies: we check the register and the dissolution date before money goes on the wrong application.
- Reconstruct the missing years: accounts for the dormant period and audited financial statements, which is what condition 3 requires.
- File the backlog in order: outstanding annual returns brought up to date, so the application isn’t refused on documents.
- Keep it compliant afterwards: dormant registration or ongoing filing, so you don’t get struck off twice.
We can’t promise the Registrar will grant it. Condition 1 turns on what your company was actually doing when it was struck off. If you’re weighing restore versus a new company, talk through the arithmetic before you file.
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FAQs about restoring a struck-off Hong Kong company
It can vest in the Government as bona vacantia, meaning ownerless goods. Condition 2 then requires the Government to have no objection, and condition 4 requires you to reimburse its costs in dealing with the property during the dissolution. Run a land search early: this is the condition that adds unpredictable cost.
Yes, but only through the court. Administrative restoration is limited to a person who was a director or member. The section 765 route is open to any director, member or creditor, or any interested person, including the Government, which is why a creditor pursuing a dissolved debtor ends up at the Court of First Instance regardless of how the company was dissolved.
Administrative restoration is still usually closed. The Registry’s guidance treats companies dissolved by winding up the same way as deregistration for this route: you apply to the Court of First Instance under section 765. A strike-off that happens because liquidator returns sat outstanding for six months does not reopen the HK$2,700 administrative path.
They are the document lists for bringing the company’s records up to date, not the application forms. Annex 3 (local) or Annex 4 (non-Hong Kong) is the restoration application. Annex 1 or 2 tells you which filings, typically including every outstanding annual return, must accompany the application under condition 3. The lists sit in the Registry’s administrative restoration guidance notes.
No. The guidance notes state the fee, the forms, the conditions and the 20-year (or 6-year non-Hong Kong) window, but they do not publish a processing time. Treat turnaround as unknown, and do not budget a fixed number of weeks from an article or a forum post.
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Sleek can get the register diagnosis, accounts and annual-return backlog in order. A section 765 application needs a solicitor for the Court of First Instance. Start with which dissolution path you’re on and what condition 1 looks like; that conversation decides whether Registry forms are enough or you need counsel.
