RE LI WANCHENG

RE LI WANCHENG

The court exercised its discretion under s.114B to order that a general meeting be called and that the attendance of the applicant alone be deemed a sufficient quorum because only one director remained, the articles required two directors and a quorum of two, there was no practical means to regularise the deceased...

Source-derived case information.

Citation
RE LI WANCHENG
Parties
Applicant Shareholder and Director: Li Wancheng; Company: Ying Hai Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
5 March 2008
Case Number
HCMP155/2008
Procedural Posture
Application Under Companies Ordinance S.114 B / Hearing and Decision (order Made in Chambers on 5 March 2008)
Outcome
Application allowed; order made in terms of the originating summons
Legal Topics
Shareholder Remedies, General Meeting, Quorum, Directors, Court Ordered Meeting
Source Language
en
Company Law Shareholder Remedies General Meeting Quorum Directors Court Ordered Meeting

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Parties

Li Wancheng

Applicant Shareholder and Director

Ying Hai Limited

Company

Procedural Posture

Application Under Companies Ordinance S.114 B / Hearing and Decision (order Made in Chambers on 5 March 2008)

Legal Issues

  1. 1 Whether the court should order that a general meeting be called under s.114B of the Companies Ordinance and that the attendance of the sole remaining director be deemed a sufficient quorum
  2. 2 Whether the articles' requirements for a minimum number of directors and a two-member quorum render it impracticable for the company to hold a valid general meeting

Ratio Decidendi

The court exercised its discretion under s.114B to order that a general meeting be called and that the attendance of the applicant alone be deemed a sufficient quorum because only one director remained, the articles required two directors and a quorum of two, there was no practical means to regularise the deceased director's shareholding, and the order was necessary to enable appointment of an additional director and to facilitate the company's business.

Court Disposition

Application allowed; order made in terms of the originating summons

Orders

  • A general meeting of Ying Hai Limited is to be called.
  • The attendance of Li Wancheng alone at that general meeting shall be deemed to constitute a sufficient quorum for the meeting.