Global company formation expertsCASE FILE · INITIAL REVIEWFILE · 01 / REVIEW
For companies with an unclear status, years of missed upkeep, unresolved historic matters, a difficult handover, or unfinished items before closure. We start by checking the facts and the applicable requirements before discussing a route forward.
The question is not how much material there is. It is whether the work can proceed through the usual document list, quotation and process.
When an assessment comes first
An assessment is appropriate where the matter cannot be completed through the usual document list, standard quotation and normal process, and calls for professional judgment, historic remediation, special coordination or a non-standard plan.
Usually handled through the ordinary process
A large volume of documents, an urgent request or unsettled price discussions do not by themselves make a case special.
Overseas shareholders, multiple shareholders or foreign directors do not automatically make a case special. If records are verifiable and conditions are met, the standard route may still apply.
One document that can be supplied in the ordinary way, or a duplicate name that can be replaced, is generally an ordinary supplementary item.
This guide helps describe the situation. It does not replace a company-specific check of records, local rules and available documents.
01 · Case type
Annual renewals, government fees, accounting, audit or tax filings have gaps across more than one period and cannot be treated as a current-year maintenance task only.
Typical situations
What to establish first
Current legal status and key dates.
Years involved, unpaid amounts, penalties and incomplete matters.
Whether bank records, contracts, supporting records and historic receipts can be reconstructed.
02 · Case type
Where the previous provider does not respond or release records, there is a fee dispute, or an incoming provider has concerns about the existing file, the obstacle needs to be separated before work starts.
Typical situations
What to establish first
Whether the obstacle arises from the contract, records, due diligence or a local procedure.
Existing service agreement, written communication and outstanding items.
Who may give instructions, sign documents and confirm the handover.
Dedicated transfer pages
03 · Case type
Shareholder registers, resolutions or share-transfer documents are missing, or registry records, the prior provider’s file and client-held records conflict.
Typical situations
What to establish first
The exact records that are missing or inconsistent, with relevant dates and parties.
What public searches, the prior provider’s file and available documents each record.
Whether lawful remediation is possible and which authority documents or professional opinions may be needed.
04 · Case type
Where a company has been struck off or dissolved, eligibility, route and post-restoration catch-up obligations must be considered separately.
Typical situations
What to establish first
Company status, striking-off or dissolution date, and public record.
Eligibility, route, deadlines and preconditions for restoration.
Annual fees, registers, filings or other maintenance still required after restoration.
05 · Case type
Beneficial-ownership, economic-substance or other historic filings may not align with actual activity, or obligations across more than one place may have been missed.
Typical situations
What to establish first
Applicable obligations, years involved and historic submissions.
Whether actual activity, transactions and bank records align with previous filings.
Relevant authority, workable correction route, response deadline and supporting records needed.
06 · Case type
Where assets, liabilities, tax, contracts or other matters remain before closure, it is necessary to establish whether deregistration or liquidation conditions are met first.
Typical situations
What to establish first
Assets, account balances, receivables, payables and liabilities.
Tax, contracts, proceedings and other outstanding responsibility.
Applicable deregistration or liquidation conditions, prior documents and continuing obligations.
FORMATION · Before incorporation
A complex ownership or control chain, a regulated business, local office-holder conditions, non-standard constitutional arrangements, a mismatch between the formation objective and chosen route, or a substantive rejection should not simply be put through a standard incorporation package. Share the proposed place, business and structure first so the conditions can be checked.
Formation cases that usually need review
These are public-rule prompts for common misconceptions. Each company must still be checked against its registry status, relevant period and the latest requirements of the competent authority.
Low or no revenue does not automatically make a Hong Kong company dormant. Statutory dormancy requires a formal resolution and registration, and any tax return issued by the Inland Revenue Department should be handled by the applicable deadline.
Restoration of a struck-off BVI company is not automatic. The Registrar and the Court have different routes, deadlines and conditions, and restoration commonly requires updated registers, beneficial-ownership filings and settlement of applicable fees and penalties.
The ESN is an annual notification linked to the annual-return process. An ES Return is a separate economic-substance filing for a relevant entity carrying on a relevant activity and is due within 12 months after the end of its financial year.
A foreign-owned U.S. single-member disregarded LLC may have a Form 5472 filing obligation even where no income tax is due. Contributions, distributions and certain financing transactions can be reportable, and the initial penalty for a failure to file is US$25,000.
Deregistration is for a defunct and solvent company; it is not a way to leave money in a company bank account. Remaining company property, including credit balances, vests in the Hong Kong Government on dissolution as bona vacantia.
We first state what can be confirmed, what remains to be checked and whether the work is suitable to proceed.
The route is clear, but the document set or workload is greater. The added services, fees and timing are set out before work proceeds under a written scope.
The matter involves historic remediation, legal or tax judgment, or coordination across institutions. Assessment comes first, followed by a written plan and itemised quotation.
The matter involves a title dispute, court process, investigation or material potential exposure. Legal and local professional providers review it together before the scope of engagement is decided.
An assessment does not assume an outcome. It records facts, open points and possible routes in a form that can be reviewed.
Share the jurisdiction, current status, issue to resolve and material already available.
Review public records and available documents to establish status and key dates.
Separate known facts, gaps, inconsistencies and points still requiring confirmation.
Explain possible route, scope, itemised quotation and information required from you.
Proceed within the agreed scope and update the position at key milestones.
MATERIALS · PREPARE
You do not need to have every item at once. Start with what you have; the initial review will identify the gaps.
Company name, number, place of registration and any known status notice.
Certificate, constitutional documents, director and member records, or available search results.
Recent annual-fee, filing, tax, audit or maintenance receipts.
Prior-provider agreement, handover correspondence and list of documents received.
Basic documents relating to assets, liabilities, contracts, accounts or disputes.
BOUNDARY · ENGAGEMENT BOUNDARY
We will not falsify documents, backdate, make false filings or conceal the true controller. Where a client is willing to remediate lawfully, remediation work may be assessed separately after the facts and requirements are understood.
FAQ · QUESTIONS
There may be a catch-up, restoration or other route, but the number of years alone does not determine it. Status, relevant periods, unpaid amounts or penalties, historic filings and local rules should be checked first.
Whether it can be restored, which route applies and what needs to be caught up afterwards depend on the jurisdiction, status date and conditions. The public record and restoration eligibility should be checked first.
Keep the service agreement, payment records and written correspondence. Then check who holds the file, whether matters remain open and what lawful handover route is available locally. Do not create or re-sign historic documents to replace original records.
Not necessarily. Revenue, transactions, statutory dormancy and information-filing obligations are different concepts. The company type, jurisdiction, actual transactions and notices from authorities need to be considered together.
Facts and route are assessed first. The written proposal then separates added services, actual government or local-professional charges and optional matters. It is not suitable to apply a standard quotation before historic issues are checked.
Timing depends on company status, missing material, whether catch-up or restoration is needed, authority processing and cooperation from the relevant parties. The assessment explains the milestones that can presently be identified and the factors that may affect them.
CONSULT · SUBMIT THE FACTS
For an initial review, we only need the jurisdiction, current status, type of issue and one contact method. Please do not upload identity documents, complete bank statements or other sensitive originals through this form.
Consultation hotline
400-860-5600