RE YAOHAN HONGKONG CORPORATION LTD

RE YAOHAN HONGKONG CORPORATION LTD

The court granted the declaration that the dissolution was void and ordered that the liquidation continues because a substantial dividend (MOP12,000,000) was available in an associated liquidation and restoration was the appropriate means to permit receipt and distribution of that dividend to the company’s creditors.

Citation
[2021] HKCFI 2813
Parties
Applicant (former Liquidator): Stephen Liu Yiu Keung; Applicant (former Liquidator): Koo Chi Sum; Applicant (former Liquidator): Lui Yee Lin; Company (dissolved): Yaohan Hongkong Corporation Limited (Dissolved)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
14 September 2021
Case Number
HCMP1039/2021
Procedural Posture
Companies (winding Up) Restoration of Dissolved Company / Decision in Chambers (order Made)
Outcome
Order granted: dissolution declared void and liquidation continues
Legal Topics
Dissolution Void, Liquidation Continuation, Dividend Distribution
Source Language
EN
Company Law Insolvency Law Restoration of Dissolved Companies Dissolution Void Liquidation Continuation Dividend Distribution

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Parties

Stephen Liu Yiu Keung

Applicant (former Liquidator)

Koo Chi Sum

Applicant (former Liquidator)

Lui Yee Lin

Applicant (former Liquidator)

Yaohan Hongkong Corporation Limited (Dissolved)

Company (dissolved)

Procedural Posture

Companies (winding Up) Restoration of Dissolved Company / Decision in Chambers (order Made)

Legal Issues

  1. 1 Whether the dissolution pursuant to section 248 was voidable and the Court should declare it void
  2. 2 Whether the liquidation of the dissolved company should be treated as continuing so the company can receive and distribute a dividend from an associated liquidation
  3. 3 Whether restoration of the company is an appropriate and proportionate remedy to enable distribution to creditors

Ratio Decidendi

The court granted the declaration that the dissolution was void and ordered that the liquidation continues because a substantial dividend (MOP12,000,000) was available in an associated liquidation and restoration was the appropriate means to permit receipt and distribution of that dividend to the company’s creditors.

Court Disposition

Order granted: dissolution declared void and liquidation continues

Orders

  • Declare that the dissolution of Yaohan Hongkong Corporation Limited pursuant to section 248 is void
  • Order that the liquidation of Yaohan Hongkong Corporation Limited continues as if it had not been dissolved