### Companies Ordinance 《公司條例》

755. Court may make vesting order
(1) On application by a person who—
(a) claims an interest in any property or right disclaimed under section 753; or
(b) is subject to a liability in respect of such property or right that is not discharged by the disclaimer,

the Court may make an order for the vesting of the property or right in, or its delivery to, a person entitled to it, or a person subject to the liability mentioned in paragraph (b), or a trustee for a person so entitled or subject.
(2) An order may be made on the terms that the Court thinks fit.
(3) An order for the vesting of a property or right in, or its delivery to, a person subject to a liability mentioned in subsection (1)(b), or a trustee for the person, may only be made if it appears to the Court that it would be just to do so for the purpose of compensating the person in respect of the disclaimer.
(4) On the making of an order for the vesting of a property or right in, or its delivery to, a person, the property or right is vested in the person without conveyance, assignment or transfer.

756. Liabilities of directors etc. of dissolved company continue
Even though a company is dissolved under this Part, the liability (if any) of every director, manager and member of the company continues and may be enforced as if the company had not been dissolved.

### Companies Ordinance 《公司條例》

757. Registrar may act as dissolved company’s or liquidator’s representative
(1) This section applies if—
(a) a company has been dissolved under—
(i) this Part;
(ii) section 226A, 227, 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32); or
(iii) section 291, 291A or 291AA of the predecessor Ordinance; and
(b) it is proved to the Registrar’s satisfaction that—
(i) the company, if still existing, would be legally or equitably bound to carry out, complete or give effect to a dealing, transaction or matter; and
(ii) in order to carry out, complete or give effect to the dealing, transaction or matter, a purely administrative act, that is not discretionary, should have been done by or on behalf of the company, or should be done by or on behalf of the company if still existing.
(2) The Registrar may do the act, or cause the act to be done, as the company’s or the liquidator’s or provisional liquidator’s representative.
(3) The Registrar may execute or sign any relevant instrument or document, adding a memorandum stating that the Registrar has done so as the company’s or the liquidator’s or provisional liquidator’s representative.
(4) An instrument or document executed or signed by the Registrar under subsection (3) has the same effect as if the company, if still existing, had executed the instrument or document.

758. Former director must keep dissolved company’s books and papers for 6 years
(1) If a company is dissolved under this Part or section 226A, 227, 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), every person who was a director of the company immediately before the dissolution must ensure that the company’s books and papers are kept for at least 6 years after the date of the dissolution.
(2) Subsection (1) does not apply to the books and papers that are otherwise required to be kept by another person under this Ordinance or any other Ordinance.
(3) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 3.
(4) If a person is charged with an offence under subsection (3), it is a defence to establish that the person had reasonable grounds to believe, and did believe, that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) was complied with; and
(b) was in a position to discharge that duty.

### Companies Ordinance 《公司條例》

759. Court’s power to wind up dissolved companies
The Court’s powers under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) to wind up a company are not affected by the fact that—
(a) the company’s name has been struck off the Companies Register under section 746 or 747 and the company is dissolved under that section; or
(b) the company has been deregistered, and is dissolved, under section 751.

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).

### Companies Ordinance 《公司條例》

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 Government has no objection to the restoration; (Amended 35 of 2018 s. 72)
(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; and (Amended 35 of 2018 s. 72)
(d) that 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, have been paid or reimbursed by the applicant. (Added 35 of 2018 s. 72)
(3) (Repealed 35 of 2018 s. 72)

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.