WANG TING AND ANOTHER v. CHENG STEPHEN SOHIM AND OTHERS

WANG TING AND ANOTHER v. CHENG STEPHEN SOHIM AND OTHERS

On the evidence the court found P1 is the legal and beneficial owner of the issued shares by virtue of the executed Instrument of Transfer and Bought and Sold Note dated 12 June 2012 and consistent subsequent conduct; P1 was a director from 7 June 2011 evidenced by Form D2A, attendance at board minutes and related filings; P2 was a director from 2 January 2016 by virtue of P1's consent and the operation of the Duomatic principle as P1 was the sole shareholder; the Impugned Documents were filed without Airsan's authority, were factually inaccurate and their continued presence would cause material damage and impose administrative burdens (including preventing licence renewal), therefore...

Citation
[2023] HKCFI 1662
Parties
1st Plaintiff (original Action) Dismissed: Chau Sai Hong; 2nd Plaintiff (original Action) Discontinued: Ng King Fan Dominic; 3rd Plaintiff (original Action) Discontinued: Ip Chi Man; 4th Defendant (counterclaim Defendant) Absent/unrepresented: Cheng Stephen Sohim; 1st Plaintiff by Counterclaim (p1): Wang Ting; 2nd Plaintiff by Counterclaim (p2): Wong Yiu Pong; 6th Defendant by Counterclaim (company): Airsan Co., Limited; 5th Defendant (original Action): Good Profit Registration Limited; 5th Defendant (counterclaim) Discontinued: Choi Ka Fu; 7th Defendant (counterclaim): Registrar of Companies
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
26 June 2023
Case Number
HCMP1556/2016
Procedural Posture
Application Under Section 42 Companies Ordinance (cap. 622) for Rectification/removal of Companies Register Entries and Declaratory Relief / Trial Judgment (trial of Counterclaim Concluded; Judgment Dated 26 June 2023)
Outcome
Declarations granted in favour of P1 and P2; Impugned Documents removed from the Companies Registry; no order as to costs
Legal Topics
Rectification of Companies Register, Removal of Documents From Registrar, Directors Appointment and Registration, Declaratory Relief, Duomatic Principle, Share Transfer, Regulatory Impact on Licence Renewal
Source Language
EN
Company Law Corporate Governance Property (shares) Administrative Law Rectification of Companies Register Removal of Documents From Registrar Directors Appointment and Registration Declaratory Relief +3 more

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Parties

Chau Sai Hong

1st Plaintiff (original Action) Dismissed

Ng King Fan Dominic

2nd Plaintiff (original Action) Discontinued

Ip Chi Man

3rd Plaintiff (original Action) Discontinued

Cheng Stephen Sohim

4th Defendant (counterclaim Defendant) Absent/unrepresented

Wang Ting

1st Plaintiff by Counterclaim (p1)

Wong Yiu Pong

2nd Plaintiff by Counterclaim (p2)

Airsan Co., Limited

6th Defendant by Counterclaim (company)

Good Profit Registration Limited

5th Defendant (original Action)

Choi Ka Fu

5th Defendant (counterclaim) Discontinued

Registrar of Companies

7th Defendant (counterclaim)

Procedural Posture

Application Under Section 42 Companies Ordinance (cap. 622) for Rectification/removal of Companies Register Entries and Declaratory Relief / Trial Judgment (trial of Counterclaim Concluded; Judgment Dated 26 June 2023)

Legal Issues

  1. 1 Whether P1 is the legal and beneficial owner of the issued shares in Airsan
  2. 2 Whether P1 was validly appointed a director with effect from 7 June 2011
  3. 3 Whether P2 was validly appointed a director with effect from 2 January 2016

Ratio Decidendi

On the evidence the court found P1 is the legal and beneficial owner of the issued shares by virtue of the executed Instrument of Transfer and Bought and Sold Note dated 12 June 2012 and consistent subsequent conduct; P1 was a director from 7 June 2011 evidenced by Form D2A, attendance at board minutes and related filings; P2 was a director from 2 January 2016 by virtue of P1's consent and the operation of the Duomatic principle as P1 was the sole shareholder; the Impugned Documents were filed without Airsan's authority, were factually inaccurate and their continued presence would cause material damage and impose administrative burdens (including preventing licence renewal), therefore...

Court Disposition

Declarations granted in favour of P1 and P2; Impugned Documents removed from the Companies Registry; no order as to costs

Orders

  • Declaration that Wang Ting (P1) has since 12 June 2012 been the legal and beneficial owner of all issued shares in Airsan Co. Limited
  • Declaration that Wang Ting (P1) has since 7 June 2011 been a director of Airsan Co. Limited