CHOW CHI KI v. LAM KWOK HUNG AND ANOTHER

CHOW CHI KI v. LAM KWOK HUNG AND ANOTHER

The 1st respondent had intentionally made himself inaccessible despite repeated attempts at service and the Master authorised substituted service; the court therefore concluded it was impracticable to convene a general meeting and properly exercised its discretion under Companies Ordinance s114B/s111(2) to permit the Company to convene an AGM with the quorum reduced to one member.

Citation
CHOW CHI KI v. LAM KWOK HUNG AND ANOTHER
Parties
Applicant/shareholder/director: Chow Chi Ki; 1st Respondent/shareholder/director: Lam Kwok Hung; 2nd Respondent/company: Futin Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
16 April 2009
Case Number
HCMP2016/2007
Procedural Posture
Application Under Companies Ordinance (s114 B and S111(2)) / Decision (court of First Instance)
Outcome
Application granted. Orders made permitting the Company to convene an annual general meeting and to treat one member present as a quorum; costs awarded to be borne by the Company.
Legal Topics
Substituted Service, Impracticability of Meeting, Convening Annual General Meeting, Quorum Reduction, Directors' Inaccessibility
Source Language
EN
Company Law Civil Procedure Substituted Service Impracticability of Meeting Convening Annual General Meeting Quorum Reduction Directors' Inaccessibility

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Parties

Chow Chi Ki

Applicant/shareholder/director

Lam Kwok Hung

1st Respondent/shareholder/director

Futin Limited

2nd Respondent/company

Procedural Posture

Application Under Companies Ordinance (s114 B and S111(2)) / Decision (court of First Instance)

Legal Issues

  1. 1 Whether substituted service was appropriate and effective
  2. 2 Whether it was impracticable to convene a general meeting due to an inaccessible director
  3. 3 Whether the court should exercise its discretion to permit the Company to convene an AGM and to alter the quorum requirement

Ratio Decidendi

The 1st respondent had intentionally made himself inaccessible despite repeated attempts at service and the Master authorised substituted service; the court therefore concluded it was impracticable to convene a general meeting and properly exercised its discretion under Companies Ordinance s114B/s111(2) to permit the Company to convene an AGM with the quorum reduced to one member.

Court Disposition

Application granted. Orders made permitting the Company to convene an annual general meeting and to treat one member present as a quorum; costs awarded to be borne by the Company.

Orders

  • The Company is at liberty to convene an annual general meeting in Hong Kong on a date after three weeks from the date of this decision to consider the proposed resolutions in the originating summons schedule.
  • One member present at the meeting is to constitute a quorum.