CHAN PUI SZE v. PERFECT STAR CREDIT LTD AND OTHERS

CHAN PUI SZE v. PERFECT STAR CREDIT LTD AND OTHERS

D1-D2 failed to prove that the purported transfers and changes were authorised or that an Event of Default had occurred as at the dates relied on; therefore the information in the Impugned Documents was invalid and of no legal effect. Because the continuing presence of that incorrect information would cause material damage and the company's interest in removal outweighed others, the Court ordered removal of the Impugned Documents; injunctions were refused and costs awarded to the plaintiff on an indemnity basis.

Citation
[2021] HKCFI 674
Parties
Plaintiff: Chan Pui Sze; 1st Defendant (lender): Perfect Star Credit Limited; 2nd Defendant (shareholder/director Alleged): Wong Yat Hung; 3rd Defendant: Registrar of Companies; Subject Company: Kobayashi (Hong Kong) Limited; Subject Company: Kobayashi International Limited; Subject Company: Korasta Investment Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
16 March 2021
Case Number
HCMP1872/2020
Procedural Posture
Application Under Section 42 Companies Ordinance (rectification/removal) / Originating Summons Heard on 9 March 2021; Judgment 16 March 2021
Outcome
Application granted in part: declarations made that the Impugned Documents are invalid and of no legal effect and ordered removed from the Companies Register; injunctions refused; costs awarded to plaintiff on indemnity basis (costs nisi) to be assessed.
Legal Topics
Companies Register Rectification, Share Mortgage Enforcement, Validity of Share Transfers, Director Appointment Registration, Injunctive Relief, Costs
Source Language
EN
Company Law Security Interests Civil Procedure Companies Register Rectification Share Mortgage Enforcement Validity of Share Transfers Director Appointment Registration Injunctive Relief +1 more

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Parties

Chan Pui Sze

Plaintiff

Perfect Star Credit Limited

1st Defendant (lender)

Wong Yat Hung

2nd Defendant (shareholder/director Alleged)

Registrar of Companies

3rd Defendant

Kobayashi (Hong Kong) Limited

Subject Company

Kobayashi International Limited

Subject Company

Korasta Investment Limited

Subject Company

Procedural Posture

Application Under Section 42 Companies Ordinance (rectification/removal) / Originating Summons Heard on 9 March 2021; Judgment 16 March 2021

Legal Issues

  1. 1 Whether the documents filed at the Companies Registry were validly authorised by the companies
  2. 2 Whether transfers of shares and changes of directors/secretary/registered office were effective prior to any Event of Default under the share mortgage
  3. 3 Whether the Court should order removal of information under s42(1) and s42(4) of the Companies Ordinance

Ratio Decidendi

D1-D2 failed to prove that the purported transfers and changes were authorised or that an Event of Default had occurred as at the dates relied on; therefore the information in the Impugned Documents was invalid and of no legal effect. Because the continuing presence of that incorrect information would cause material damage and the company's interest in removal outweighed others, the Court ordered removal of the Impugned Documents; injunctions were refused and costs awarded to the plaintiff on an indemnity basis.

Court Disposition

Application granted in part: declarations made that the Impugned Documents are invalid and of no legal effect and ordered removed from the Companies Register; injunctions refused; costs awarded to plaintiff on indemnity basis (costs nisi) to be assessed.

Orders

  • Declarations that (a) the purported transfers of shares to the 2nd Defendant dated 25 April 2020 were invalid and of no legal effect; (b) the purported appointments of Perfect Star Credit Limited as director of KHK and International with effect from 26 March 2020 were invalid and of no legal effect; (c) the...
  • Order that the Registrar of Companies be directed to remove the Impugned Documents listed in Schedules 1 to 3 from the Companies Register.