Division 1    Striking off
Subdivision 1    Registrar’s Power to Strike off Name of Company not in Operation or Carrying on Business
744.
Registrar may send inquiry letter to company
(1) If the Registrar has reasonable cause to believe that a
company is not in operation or carrying on business, the
Registrar may send to the company by post a letter
inquiring whether the company is in operation or carrying
on business.
(2) A letter must be addressed—
(a) to the company at its registered office;
(b) if notice of the company’s registered office has not
been given to the Registrar, to the care of an officer of
the company; or
(c) if there is no officer of the company whose name and
address are known to the Registrar, to each founder
member whose name and address are known to the
Registrar.
(3) If the Registrar is of the opinion that the address of the
company’s registered office cannot be ascertained or that a
letter under subsection (1) is unlikely to be received by the
company, the Registrar may, instead of sending a letter

under that subsection, publish in the Gazette a notice that,
unless cause is shown to the contrary, the company’s name
will be struck off the Companies Register, and the company
dissolved, at the end of 3 months after the date of the
notice.
745.
Registrar must follow up under certain circumstances
(1) This section applies if, within one month after sending a
letter under section 744(1)—
(a) the Registrar does not receive a reply to the letter; or
(b) the Registrar receives a reply to the letter to the effect
that the company is not in operation or carrying on
business.
(2) The Registrar must, within 30 days after the end of that
one month—
(a) subject to subsection (4), send to the company by
registered post another letter—
(i) referring to the letter sent under section 744(1);
and
(ii) stating that—
(A) no reply to it has been received; or
(B) the Registrar has received a reply to it to the
effect that the company is not in operation or
carrying on business; and
(b) publish in the Gazette a notice that, unless cause is
shown to the contrary, the company’s name will be
struck off the Companies Register, and the company
dissolved, at the end of 3 months after the date of the
notice.
(3) A letter must be addressed—
(a) to the company at its registered office;

(b) if notice of the company’s registered office has not
been given to the Registrar, to the care of an officer of
the company; or
(c) if there is no officer of the company whose name and
address are known to the Registrar, to each founder
member whose name and address are known to the
Registrar.
(4) The Registrar is not required to send a letter to the
company under subsection (2)(a) if the Registrar is of the
opinion that the address of the company’s registered office
cannot be ascertained or that the letter is unlikely to be
received by the company.
746.
Registrar may strike off company’s name
(1) After publishing a notice under section 744(3) or 745(2)(b),
the Registrar may, unless cause is shown to the contrary,
strike the company’s name off the Companies Register at
the end of 3 months after the date of the notice.
(2) The Registrar must publish in the Gazette a notice
indicating that the company’s name has been struck off the
Companies Register.
(3) On publication of the notice under subsection (2), the
company is dissolved.
 

Subdivision 2    Striking off under Other Circumstances
747.
Registrar’s duty to act in case of company being wound up
(1) Subsection (2) applies if—
(a) a company is being wound up;
(b) the Registrar has reasonable cause to believe that—

(i) no liquidator or provisional liquidator is acting;
or
(ii) the company’s affairs are fully wound up; and
(c) the returns required to be made by the liquidator
or provisional liquidator have not been made for
6 consecutive months.
(2) Subject to subsection (5), the Registrar must publish in the
Gazette, and send to the company or the liquidator or
provisional liquidator (if any), a notice that, unless cause is
shown to the contrary, the company’s name will be struck
off the Companies Register, and the company dissolved, at
the end of 3 months after the date of the notice.
(3) A notice to be sent to a company must be addressed—
(a) to the company at its registered office;
(b) if notice of the company’s registered office has not
been given to the Registrar, to the care of an officer of
the company; or
(c) if there is no officer of the company whose name and
address are known to the Registrar, to each founder
member whose name and address are known to the
Registrar.
(4) A notice to be sent to a liquidator or provisional liquidator
must be addressed to the liquidator or provisional
liquidator at the addressee’s last known address.
(5) The Registrar is not required to send a notice to the
company or the liquidator or provisional liquidator under
subsection (2) if the Registrar is of the opinion that—
(a) the address of the company’s registered office, or the
name and address of the liquidator or provisional
liquidator (as the case may be) cannot be ascertained;
or(b) the notice is unlikely to be received by the company or
the liquidator or provisional liquidator (as the case
may be).
(6) After publishing a notice under subsection (2), the
Registrar may, unless cause is shown to the contrary, strike
the company’s name off the Companies Register at the end
of 3 months after the date of the notice.
(7) The Registrar must publish in the Gazette a notice
indicating that the company’s name has been struck off the
Companies Register.
(8) On publication of the notice under subsection (7), the
company is dissolved.
748.
Court may strike off name of company not appropriate to be
wound up
(1) If, on application by the Registrar, it appears to the Court
that a company should be dissolved but, having regard to
the company’s assets or for other reasons, it would not be
appropriate to wind up the company, the Court may order
that the company’s name be struck off the Companies
Register and the company dissolved.
(2) If an order is made, the company is dissolved on the date
of the order.
 

Division 2    Deregistration
749.
Interpretation
(1) In this Division—
company (公司) excludes—
(a) a public company; and

(b) a company specified in subsection (2).
(2) The company is—
(a) an authorized institution as defined by section 2(1) of
the Banking Ordinance (Cap. 155);
(b) an insurer as defined by section 2(1) and (2) of the
Insurance Companies Ordinance (Cap. 41);
(c) a corporation licensed under Part V of the Securities
and Futures Ordinance (Cap. 571) to carry on a
business in any regulated activity as defined by section
1 of Part 1 of Schedule 1 to that Ordinance;
(d) an associated entity, within the meaning of Part VI of
the Securities and Futures Ordinance (Cap. 571), of a
corporation mentioned in paragraph (c);
(e) an approved trustee as defined by section 2(1) of the
Mandatory Provident Fund Schemes Ordinance (Cap.
485);
(f) a company registered as a trust company under Part
VIII of the Trustee Ordinance (Cap. 29);
(g) a company having a subsidiary that falls within
paragraph (a), (b), (c), (d), (e) or (f); or
(h) a company that fell within paragraph (a), (b), (c),
(d), (e), (f) or (g) at any time during the 5 years
immediately before the application under section 750 is
made.
(3) The Financial Secretary may, by notice published in the
Gazette, amend subsection (2).
750.
Application for deregistration
(1) A company, or a director or member of a company, may
apply to the Registrar for deregistration of the company.

(2) An application must not be made unless, at the time of the
application—
(a) all the members agree to the deregistration;
(b) the company has not commenced operation or
business, or has not been in operation or carried on
business during the 3 months immediately before the
application;
(c) the company has no outstanding liabilities;
(d) the company is not a party to any legal proceedings;
(e) the company’s assets do not consist of any immovable
property situate in Hong Kong; and
(f) if the company is a holding company, none of its
subsidiary’s assets consist of any immovable property
situate in Hong Kong.
(3) An application—
(a) must be in the specified form;
(b) must be accompanied by the prescribed fee; and
(c) must be accompanied by a written notice from the
Commissioner of Inland Revenue stating that the
Commissioner has no objection to the company being
deregistered.
(4) If the applicant is a company, it must nominate in the
application a natural person to be given notice of the
deregistration.
(5) The applicant must give the Registrar any further
information that the Registrar may request in connection
with an application.
(6) A person who, in connection with an application,
knowingly or recklessly gives any information to the
Registrar that is false or misleading in a material particular
commits an offence and is liable—

Division 4    Restoration to Companies Register
Subdivision 1    Administrative Restoration by Registrar
760.
Application to Registrar for restoration of company
(1) This section applies to—
(a) a company whose name—
(i) has been struck off the Companies Register under
section 746 or 747; or
(ii) has been struck off the register under section 291
of the predecessor Ordinance; and
(b) the company is dissolved under that section.
(2) A person who was a director or member of the company
may apply to the Registrar for the restoration of the
company to the Companies Register.
(3) An application must be made within 20 years after the date
of the dissolution. For this purpose, an application is made
when it is received by the Registrar.
(4) An application must be accompanied by a statement—
(a) that the applicant was a director or member of the
company; and
(b) that the conditions specified in section 761(2) are met.
(5) The Registrar may accept the statement as sufficient
evidence of the matters mentioned in subsection (4)(a)
and (b).761.
Conditions for granting application
(1) The Registrar must not grant an application made under
section 760 unless all the conditions specified in subsection
(2), and any other conditions that the Registrar thinks fit,
are met.
(2) The conditions are—
(a) that the company was, at the time its name was struck
off the Companies Register, in operation or carrying
on business;
(b) that, if any immovable property situate in Hong Kong
previously vested in or held on trust for the company
has been vested in the Government under section
752(1), the applicant has obtained, at the applicant’s
own costs, the Government’s confirmation that it has
no objection to the restoration; and
(c) that the applicant has delivered to the Registrar the
documents relating to the company that are necessary
to bring up to date the records kept by the Registrar.
(3) For the purposes of subsection (2)(b), the costs for
obtaining the Government’s confirmation include the
Government’s costs, expenses and liabilities in dealing with
the property or right during the period of dissolution,
or in connection with the proceedings on the application,
that may be demanded as a condition of giving the
confirmation.
762.
Registrar’s decision on application
(1) The Registrar must notify the applicant of the decision on
an application made under section 760.

(2) If the Registrar grants the application, the company is
restored to the Companies Register on the date on which
notification is given under subsection (1), and the Registrar
must register the notification and publish in the Gazette a
notice of the restoration.
763.
Registrar may restore company deregistered by mistake
(1) The Registrar may, on his or her own initiative, restore a
company to the Companies Register if satisfied that it has
been deregistered, and is dissolved, under section 291AA
of the predecessor Ordinance or section 751 as a result of
a mistake of the Registrar.
(2) In subsection (1), a reference to a mistake of the Registrar
excludes a mistake that is made on the basis of wrong or
false information given by the applicant in connection with
the application for deregistration.
(3) The Registrar may restore a company to the Companies
Register by publishing in the Gazette a notice declaring the
restoration, and the restoration takes effect on the date of
publication of the notice.
764.
Effect of restoration
(1) If a company is restored to the Companies Register under
this Subdivision, it is to be regarded as having continued in
existence as if it had not been dissolved.
(2) On application by any person, the Court may give
directions, and make orders, as seem just for placing the
company and all other persons in the same position as
nearly as may be as if the company had not been dissolved.
(3) An application for the purposes of subsection (2) must be
made within 3 years after the date of the restoration.

Subdivision 2    Restoration by Order of Court
765.
Application to Court for restoration
(1) Where a company’s name or a company has been struck
off the register under section 291 or 291A of the
predecessor Ordinance, and the company is dissolved under
that section, an application to the Court for the restoration
of the company to the Companies Register may be made
by a person who—
(a) was a director or member or creditor of the company;
and
(b) feels aggrieved by the striking off.
(2) Where a company has been deregistered, and is dissolved,
under section 291AA of the predecessor Ordinance, an
application to the Court for the restoration of the company
to the Companies Register may be made by a person who
feels aggrieved by the deregistration.
(3) Subsection (4) applies if—
(a) a company’s name has been struck off the Companies
Register under section 746, 747 or 748, and the
company is dissolved under that section; or
(b) a company has been deregistered, and is dissolved,
under section 751.
(4) An application to the Court for the restoration of the
company to the Companies Register may be made—
(a) by a person who was a director or member or creditor
of the company; or
(b) by any other person, including the Government, who
appears to the Court to have an interest in the matter.766.
When application must be made
(1) Subject to subsections (2) and (4)—
(a) an application under section 765(1) must be made
within 20 years after the date on which the notice was
published in the Gazette under section 291(6), or on
which the order was made under section 291A(1), of
the predecessor Ordinance;
(b) an application under section 765(2) must be made
within 20 years of the deregistration; and
(c) an application under section 765(4) must be made
within 20 years after the date of the dissolution.
(2) An application under section 765 may be made at any time
if the purpose of the application is to enable a person to
bring proceedings against the company for damages for
personal injury.
(3) Subsection (4) applies if—
(a) a company’s name has been struck off the Companies
Register under section 746 or 747, and the company is
dissolved under that section;
(b) an application has been made under section 760 for
the restoration of the company to the Companies
Register; and
(c) the Registrar has refused the application.
(4) An application under section 765(4) must be made—
(a) within 20 years after the date of the dissolution or any
further time that the Court allows on application by
the applicant; or
(b) if the period of 20 years has ended, within 28 days
after the Registrar gives notification of the refusal
under section 762(1).(5) In this section—
damages for personal injury (人身傷害損害賠償) includes—
(a) any sum and damages claimed by virtue of section
20(2)(b)(i) of the Law Amendment and Reform
(Consolidation) Ordinance (Cap. 23);
(b) damages under the Fatal Accidents Ordinance (Cap.
22); and
(c) any compensation for death or incapacity under
section 5, 6 or 32 of the Employees’ Compensation
Ordinance (Cap. 282);
personal injury (人身傷害) includes any disease and any
impairment of a person’s physical or mental condition.
767.
Court’s decision on application
(1) The Court may grant an application made under section
765(1) if satisfied that—
(a) the company was, at the time the company’s name or
the company was struck off, in operation or carrying
on business; or
(b) it is otherwise just that the company be restored to the
Companies Register.
(2) The Court may grant an application made under section
765(2) if satisfied that it is just that the company be
restored to the Companies Register.
(3) The Court may grant an application made under section
765(4) if satisfied that—
(a) in the case of a company whose name has been struck
off the Companies Register—
(i) the company was, at the time its name was struck
off, in operation or carrying on business; or(ii) it is otherwise just that the company be restored
to the Companies Register; or
(b) in the case of a company that has been deregistered—
(i) any of the requirements specified in section
750(2)(a), (b), (c), (d) or (e) was not met; or
(ii) it is otherwise just that the company be restored
to the Companies Register.
(4) The Court must not grant an application made pursuant to
section 766(2) if it appears to the Court that the
proceedings would fail by reason of an Ordinance limiting
the time within which proceedings may be brought.
(5) In making a decision under subsection (4) not to grant an
application, the Court must have regard to its power under
section 768(2) to direct that the period between the
dissolution of the company and the making of the Court’s
order does not count for the purposes of the Ordinance.
(6) If the Court grants an application made under section 765,
the applicant must deliver to the Registrar for registration
an office copy of the Court’s order, and the restoration
takes effect on the registration.
(7) After a company is restored to the Companies Register
under subsection (6), the Registrar must publish in the
Gazette a notice of the restoration.
768.
Effect of restoration
(1) If a company is restored to the Companies Register under
section 767, it is to be regarded as having continued in
existence as if it had not been dissolved.
(2) The Court may give directions, and make orders, as seem
just for placing the company and all other persons in the
same position as nearly as may be as if the company had
not been dissolved.(3) The Court may also give directions as to—
(a) the delivery to the Registrar of the documents relating
to the company that are necessary to bring up to date
the records kept by the Registrar;
(b) the payment of the Registrar’s costs in connection with
the proceedings for the restoration of the company to
the Companies Register; and
(c) if any property or right previously vested in or held on
trust for the company has been vested in the
Government under section 752(1), the payment of the
Government’s costs, expenses and liabilities in dealing
with the property or right during the period of
dissolution, or in connection with the proceedings on
the application.
 

Subdivision 3    Supplementary Provisions
769.
Company’s name on restoration
If a company is restored to the Companies Register under this
Division, it is restored under its former name.
770.
Company must change prohibited name
(1) Subsection (2) applies if, had the company applied on the
date of the restoration to be registered by the former name,
section 100 would have prohibited the company from being
registered by that name.
(2) Within 28 days after the restoration, the company—
(a) must by a special resolution change its name; and
(b) must give notice in the specified form of the change to
the Registrar.