How do I reinstate my deregistered company?

Someone can register a business and deregister it later for various reasons. Maybe they no longer had time to focus on their...

Written by Niel Patel · 3 min read >

Someone can register a business and deregister it later for various reasons. Maybe they no longer had time to focus on their business, or the market conditions got too harsh. Yet, the person may seek to reinvent themselves and reinstate their business. This article will explain how it works. 

Can You Register A Deregistered Company?

Yes, you can. According to Hong Kong law, you can apply to restore a corporation that you previously dissolved via deregistration. This situation is covered by Companies Ordinance Section 756, which states that even when a corporation dissolves, the liabilities of every director, manager, and company member may still be enforced. Technically, a dissolved company doesn’t permanently cease to exist, so it can still be reinstated at the directors’ or shareholders’ request.

Implications of Deregistration

A deregistered firm loses its legal identity. Shareholders and directors can no longer act on behalf of the firm. The firm can no longer own any property or assets; any assets previously owned must be handed over to shareholders after deregistration. In summary, a deregistered firm can not carry out any corporate functions.

Reinstatement And Its Requirements

You can decide to reinstate a company you previously deregistered. Maybe you have learned a lot and decided to take another shot at the business you previously set aside. Maybe you took a break and decided to resume in a better way. There are endless reasons why someone may choose to reinstate their firm, and they’re allowed to do so.

Reinstating your firm is not the same as starting a new one. You won’t have to go through the company registration process from scratch because you had previously handled the main parts. 

The requirements to reinstate a firm include:

  • The application must be within 20 years after the firm was dissolved.
  • Your company was actively operating when its name was taken off the Companies Registry.
  • You reimburse or pay any cost incurred by the Companies Registry in dealing with assets during the dissolution process. 
  • The applicant must be a director, secretary, or employee of the business at the time of dissolution.
  • The applicant must confirm that they can pay any corporate debts when the company is restored.
  • The applicant has no ruling disqualifying them from managing a corporation.

You will pay an administrative fee of HK$2,700 to the Hong Kong Companies Registry to reinstate your business. 

How To Apply For Reinstatement

Business restoration works via court order. You’ll submit the application to the Court of First Instance, the lower court of Hong Kong’s high court. It’s advisable to seek external help from legal and business professionals to help you restore your firm. Osome is a professional services firm that can guide you throughout the process.

Your application will include a reason and rationale for wanting to restore your previously deregistered company. In some cases, the court will require extra evidence or a formal court hearing, which causes delays. The usual time frame for restoration is between 4 and 6 months, which is much longer than a new registration.

After applying, the court will examine your case and determine whether to grant the restoration. A backlog usually causes delays, and any extra hearings will increase the time. If your appeal is approved, your company will be restored via court order, and you can start conducting business like before.

Reinstating a deregistered company can vary depending on the jurisdiction and specific circumstances surrounding the deregistration. Since I don’t have information on your specific jurisdiction, I can provide some general guidance on how you might proceed. It’s important to consult with a qualified professional or legal advisor who can provide guidance tailored to your situation.

Here are some general steps to register again your deregistered company

  1. Research the requirements: Start by researching the laws and regulations governing company reinstatement in your jurisdiction. Look for information on the process, fees, and any required documentation or forms.
  2. Review the deregistration reason: Determine why your company was deregistered in the first place. It could be due to non-compliance, failure to file required documents, or other reasons. Understanding the cause will help you address any outstanding issues.
  3. Rectify outstanding issues: Identify any outstanding obligations or non-compliance issues that led to the deregistration. This might involve filing overdue annual returns, paying outstanding fees or taxes, or fulfilling any other requirements mandated by the regulatory authorities.
  4. Gather necessary documents: Collect all the required documents for reinstatement. This might include a completed application form, financial statements, tax clearance certificates, and any other documents specified by the relevant authorities.
  5. Prepare and submit application: Prepare the application for reinstatement, ensuring that it is accurately completed and all required documents are attached. Follow the instructions provided by the regulatory authorities for applying. This may involve applying online or in person, depending on the jurisdiction.
  6. Pay applicable fees: Pay any reinstatement fees or penalties as required. Be aware that additional costs may be associated with reinstating a company, such as late filing penalties or accumulated interest.
  7. Follow up and comply: After applying, follow up with the relevant authorities to ensure its progress and address any additional requirements or queries they may have. Comply promptly with any requests to expedite the reinstatement process.

Remember, these steps are general guidelines, and the actual process can vary depending on your jurisdiction. It’s crucial to consult with professionals who have knowledge of the laws and regulations governing company reinstatement in your specific location. They can guide you through the process and ensure compliance with all requirements.

Hong Kong remains one of the best places to conduct business because of laws like this. Many countries don’t let you reinstate a deregistered company, but you can do that here and continue operating as usual. 

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