RE SOCOMEC KEDU HONG KONG LTD

RE SOCOMEC KEDU HONG KONG LTD

The petition was granted because the reduction of capital was a bona fide correction of a clerical error, the shareholders unanimously consented, procedural safeguards were observed or properly dispensed with, there was no prejudice to creditors, and the directors confirmed the remaining paid-up capital was adequate for the company's needs.

Citation
RE SOCOMEC KEDU HONG KONG LTD
Parties
Applicant/petitioner (the Company): Socomec Kedu Hong Kong Limited; Shareholder (holds 219,300 Shares): Socomec S.A.; Shareholder (holds 210,700 Shares): Zhejiang Kedu Electric Manufacturing Co. Ltd.
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 September 2009
Case Number
HCMP1164/2009
Procedural Posture
Reduction of Share Capital Under Companies Ordinance (cap. 32) / Hearing and Judgment for Confirmation of Proposed Reduction of Capital
Outcome
Petition granted and order made confirming the proposed reduction of share capital
Legal Topics
Reduction of Capital, Share Capital, Memorandum of Association, Clerical Error, Creditor Protection, Court Confirmation Under S.59
Source Language
EN
Company Law Corporate Procedure Reduction of Capital Share Capital Memorandum of Association Clerical Error Creditor Protection Court Confirmation Under S.59

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Parties

Socomec Kedu Hong Kong Limited

Applicant/petitioner (the Company)

Socomec S.A.

Shareholder (holds 219,300 Shares)

Zhejiang Kedu Electric Manufacturing Co. Ltd.

Shareholder (holds 210,700 Shares)

Procedural Posture

Reduction of Share Capital Under Companies Ordinance (cap. 32) / Hearing and Judgment for Confirmation of Proposed Reduction of Capital

Legal Issues

  1. 1 Whether the court should confirm the reduction of issued share capital to extinguish uncalled liability created by a clerical error in the memorandum of association
  2. 2 Whether the proposed reduction would prejudice creditors or third parties
  3. 3 Whether statutory and procedural requirements for advertising and creditor protection were satisfied

Ratio Decidendi

The petition was granted because the reduction of capital was a bona fide correction of a clerical error, the shareholders unanimously consented, procedural safeguards were observed or properly dispensed with, there was no prejudice to creditors, and the directors confirmed the remaining paid-up capital was adequate for the company's needs.

Court Disposition

Petition granted and order made confirming the proposed reduction of share capital

Orders

  • Petition under section 59 Companies Ordinance (Cap. 32) granted
  • Confirmed reduction of issued share capital to HK$4,300,000 divided into 43,000 ordinary shares of HK$100 each