XU BEI v. THE REGISTRAR OF COMPANIES AND ANOTHER

XU BEI v. THE REGISTRAR OF COMPANIES AND ANOTHER

The documents and returns filed by the unauthorized directors were unauthorized, factually inaccurate or forged; their continuing presence posed a real risk of material and intangible damage to the company and there was no competing interest in retaining them, therefore the court ordered removal under s42(4) of the Companies Ordinance.

Citation
[2018] HKCFI 636
Parties
Applicant: Xu Bei; 1st Respondent: Registrar of Companies; 2nd Respondent: Honour Island Development Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
22 March 2018
Case Number
HCMP1200/2017
Procedural Posture
Section 42 Companies Ordinance Application for Rectification/removal of Register Entries / Call Over Hearing (originating Summons)
Outcome
Order made directing the Registrar of Companies to remove the nine documents filed by the unauthorized directors; no order as to costs.
Legal Topics
Rectification of Companies Register, Forgery and Fraud, Directors and Share Ownership, Removal Vs Rectification Under S42
Source Language
EN
Company Law Civil Procedure Rectification of Companies Register Forgery and Fraud Directors and Share Ownership Removal Vs Rectification Under S42

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Parties

Xu Bei

Applicant

Registrar of Companies

1st Respondent

Honour Island Development Limited

2nd Respondent

Procedural Posture

Section 42 Companies Ordinance Application for Rectification/removal of Register Entries / Call Over Hearing (originating Summons)

Legal Issues

  1. 1 Whether documents filed by unauthorized directors were invalid, forged or filed without the company’s authority
  2. 2 Whether the Registrar should be directed to remove the documents rather than merely rectify entries under s42 Cap 622
  3. 3 Whether the continuing presence of the information would cause material damage and whether the company’s interest outweighs others under s42(4)

Ratio Decidendi

The documents and returns filed by the unauthorized directors were unauthorized, factually inaccurate or forged; their continuing presence posed a real risk of material and intangible damage to the company and there was no competing interest in retaining them, therefore the court ordered removal under s42(4) of the Companies Ordinance.

Court Disposition

Order made directing the Registrar of Companies to remove the nine documents filed by the unauthorized directors; no order as to costs.

Orders

  • Registrar of Companies to remove the nine documents specified in paragraph 1 of the originating summons
  • No order as to costs