Restore a company

Where the Registrar of Companies is satisfied that a company should be restored to the Register, he gives public notice of that intention.

Once the 20 working day period to allow for objections has passed, assuming no objections have been received, the company is then restored to the Register.

A restoration application can be made by a shareholder/director, liquidator/receiver or creditor of the company. The courts may also order a company be restored or the Registrar on his own motion may restore a company to the register.

The company will be required to file all past due annual returns and pay all outstanding fees and penalties. 

Step by step instructions 

What do I need to do to restore my company?

To restore a company to the register the following is needed:

An application is made by submitting:

• An application (there is no prescribed form) and include

• The registration fee of TOP$450 (please add 15% consumption tax)

• Any outstanding annual returns and annual return filing fees and late filing fees:

Submit your documents by hand during normal business hours or through the post to the following address:

Registrar of Companies
Ministry of Labour, Commerce and Industries
PO Box 110
Salote Road
Nuku’alofa
Tonga

The annual returns must show the company information as at the date of the annual return. If changes had occurred during the time the company was removed from the register, these must be noted on the annual returns and the applicable forms included if needed (for example, appointments/resignation of directors).

How is your application processed?

A restoration application can be made by a person who was a director, shareholder, creditor, liquidator or receiver, at the time the company was removed from the register.

If a company has outstanding annual returns, the director or shareholder must ensure that the:

• outstanding annual return(s)

• appropriate annual return fee(s) and late filing fee(s) and

• restoration application

are filed before the company can be restored to the register. Where the restoration is requested by a creditor, liquidator or receiver, the applicant needs only to complete the restoration application as they do not have the authority to file the annual returns.