A Hong Kong company marked Live may not have traded for years.
Live means a company is on the register. Dissolved can mean four different things, and some dissolved companies come back.
By Matthew Lee
Live or Dissolved. One field on a Hong Kong company search, and four different routes from one to the other.
The Companies Registry's company particulars report carries a Company Active Status field, next to Winding Up Mode, Remarks and Date of Dissolution / Ceasing to Exist. Our sample report (opens in a new tab) shows the layout. Read the four together.
What Live tells you
Live means the company is on the Companies Register. It says nothing about whether the company trades.
A private company can declare itself dormant by special resolution under section 5 of the Companies Ordinance (Cap. 622). A dormant company does not file annual returns (section 663), and it stays Live.
A company being wound up also stays on the register until it is dissolved. The Winding Up Mode field shows that a liquidation is under way.
Four routes to the end
| Route | Who starts it | Basis | What happens |
|---|---|---|---|
| Deregistration | The company, with all members agreeing | Sections 750 and 751, Cap. 622 | A defunct solvent company is dissolved without a liquidation |
| Striking off | The Registrar of Companies | Sections 744 to 747, Cap. 622 | A company the Registrar believes is not operating is struck off and dissolved |
| Winding up | The court, the members or the creditors | Part V, Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) | Assets are realised and distributed, then the company is dissolved |
| Amalgamation | The group, without the court | Sections 680 to 685, Cap. 622 | Each amalgamating company ceases to exist as a separate entity |
- Deregistration: open only to a private company or a company limited by guarantee. It must have stopped operating at least 3 months before, owe nothing, be party to no legal proceedings, hold no Hong Kong immovable property, and hold a Notice of No Objection from the Commissioner of Inland Revenue. The Registrar gazettes the application and deregisters the company if no objection arrives within 3 months.
- Striking off: a power of the Registrar, which a company cannot apply for. The Registrar writes to ask whether the company is operating, gazettes a notice, and may strike the name off at the end of 3 months. The company is dissolved when the strike-off notice is published. The same power applies to a liquidation where no liquidator is acting and returns have been outstanding for 6 consecutive months.
- Amalgamation: the court-free route for wholly owned companies in one group. On the effective date the amalgamated company takes over the property, rights, liabilities and obligations of each amalgamating company, and the Registrar notes the amalgamation on each company's record.
What dissolution does
On dissolution, every property and right of the company vests in the Government as bona vacantia, subject to any later restoration (section 752). The liability of every director, manager and member continues as if the company had not been dissolved (section 756). The court can still wind up a company that was struck off or deregistered (section 759).
Coming back
Some dissolved companies return to the register. A restored company is treated as having continued in existence as if it had not been dissolved (sections 764 and 768). If another company has taken its name, it must change name within 28 days.
| Route back | Available after | Who applies | Time limit |
|---|---|---|---|
| Administrative restoration by the Registrar | Striking off only | A former director or member | 20 years after dissolution; 6 years after striking off for a non-Hong Kong company |
| Restoration by the Court of First Instance | Striking off or deregistration | A director, member or creditor, or anyone the court finds has an interest, including the Government | 20 years after dissolution; at any time to bring a personal injury claim |
Administrative restoration needs the company to have been operating when it was struck off, its records brought up to date, and a fee of HK$2,700. A company dissolved by deregistration or winding up cannot use it.
What each means for you
- Deregistered: the members declared that the company owed nothing. If it owed you, a creditor can apply to the court for restoration.
- Struck off: often a company that stopped filing. It can come back, so check the Document Index for a later restoration notice before you treat the matter as closed.
- Wound up: creditors were dealt with through the liquidation. Check the Official Receiver's records for the case.
- Amalgamated: the obligations moved to the amalgamated company. Find out which one it is and deal with that company.
Live is not trading
The Registrar strikes companies off because companies stop operating while their status still reads Live. A Live record with an old annual return and no current Business Registration Certificate is a reason to ask more. The Business Registration Certificate guide and the company search guide cover the documents that show activity.
How Fill Easy fits in
We return the company particulars report from the Companies Registry, with status, winding-up mode and dissolution date. Price and expected turnaround are confirmed when the order is accepted. Order by email to agent@fill-easy.com or through the API. Document images show the gazette and restoration filings, and the bankruptcy and winding-up search covers the Official Receiver's records. To re-check a whole client book, see monitoring and remediation. The Hong Kong page lists every document.
How many companies in your client book were last checked while they still read Live?