KENNY K C TAM & SHUM LAP CHI v. REGISTRAR OF COMPANIES AND ANOTHER

KENNY K C TAM & SHUM LAP CHI v. REGISTRAR OF COMPANIES AND ANOTHER

The court granted the liquidators' application to declare the dissolution void because the order was necessary to preserve the interests of parties to pending litigation, the Registrar and Official Receiver did not oppose the restoration, and the liquidators agreed to the Registrar's reasonable administrative conditions and agreed costs; accordingly the dissolution was set aside with the Registrar's additional terms annexed to the order.

Citation
KENNY K C TAM & SHUM LAP CHI v. REGISTRAR OF COMPANIES AND ANOTHER
Parties
Applicants (liquidators): Kenny K C Tam & Shum Lap Chi; 1st Respondent: Registrar of Companies; 2nd Respondent: Official Receiver
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
8 November 2005
Case Number
HCMP2177/2005
Procedural Posture
Application Under Companies Ordinance to Set Aside Dissolution / Restoration of Company / Application Heard and Determined (motion Under S290(1) Led by Liquidators)
Outcome
Application granted; dissolution declared void and order made in terms of the notice of motion with additional terms proposed by the Registrar of Companies.
Legal Topics
Dissolution of Company, Restoration of Dissolved Company, Liquidators' Duties, Winding Up
Source Language
EN
Company Law Insolvency Law Civil Procedure Dissolution of Company Restoration of Dissolved Company Liquidators' Duties Winding Up

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Parties

Kenny K C Tam & Shum Lap Chi

Applicants (liquidators)

Registrar of Companies

1st Respondent

Official Receiver

2nd Respondent

Procedural Posture

Application Under Companies Ordinance to Set Aside Dissolution / Restoration of Company / Application Heard and Determined (motion Under S290(1) Led by Liquidators)

Legal Issues

  1. 1 Whether the court should declare the dissolution of the company void under section 290(1) of the Companies Ordinance
  2. 2 Whether the Registrar of Companies' proposed administrative conditions and costs are appropriate as part of any restoration order

Ratio Decidendi

The court granted the liquidators' application to declare the dissolution void because the order was necessary to preserve the interests of parties to pending litigation, the Registrar and Official Receiver did not oppose the restoration, and the liquidators agreed to the Registrar's reasonable administrative conditions and agreed costs; accordingly the dissolution was set aside with the Registrar's additional terms annexed to the order.

Court Disposition

Application granted; dissolution declared void and order made in terms of the notice of motion with additional terms proposed by the Registrar of Companies.

Orders

  • Dissolution of Keentech Transportation Limited declared void (order set aside).
  • Any acts done or transactions entered into by or on behalf of the Company are deemed valid and effective as they would have been had the Company not been dissolved (pursuant to s227).