源廣和有限公司 對 源汝霖及另五人

源廣和有限公司 對 源汝霖及另五人

The ND2A recorded appointment of the 2nd respondent without the company's authority and the 2nd respondent was not in fact ever a director; accordingly the court declared that appointment void and ordered the Companies Registry to delete the ND2A. The court also found that the 3rd–5th respondents ceased to be...

Source-derived case information.

Citation
[2019] HKCFI 759
Parties
Applicant: YUEN KWONG WO LIMITED (源廣和有限公司); 1st Respondent: YUEN YEE LUM (源汝霖); 2nd Respondent: YUEN YEE KWOK (源而國); 3rd Respondent: YUEN TZS SING (源子聲); 4th Respondent: YUEN CHI CHUNG (源子聰); 5th Respondent: YUEN ERZHENG (源而正); 6th Respondent: REGISTRAR OF COMPANIES
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
21 March 2019
Case Number
HCMP1408/2018
Procedural Posture
Companies Ordinance S.42 Application (miscellaneous Proceedings) / Hearing and Judgment on Consent and Default Matters
Outcome
Declaration granted in part; orders made to delete unauthorised ND2A, correct the register for 3rd–5th respondents, file amended NAR1 and new ND2A within 28 days, liberty to apply, and no costs against the Registrar.
Legal Topics
Rectification of Company Register, Declaration of Invalid Appointment, Removal of Entries From Public Register, Consent Order
Source Language
ch
Company Law Civil Procedure Corporate Governance Rectification of Company Register Declaration of Invalid Appointment Removal of Entries From Public Register Consent Order

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Parties

YUEN KWONG WO LIMITED (源廣和有限公司)

Applicant

YUEN YEE LUM (源汝霖)

1st Respondent

YUEN YEE KWOK (源而國)

2nd Respondent

YUEN TZS SING (源子聲)

3rd Respondent

YUEN CHI CHUNG (源子聰)

4th Respondent

YUEN ERZHENG (源而正)

5th Respondent

REGISTRAR OF COMPANIES

6th Respondent

Procedural Posture

Companies Ordinance S.42 Application (miscellaneous Proceedings) / Hearing and Judgment on Consent and Default Matters

Legal Issues

  1. 1 Whether the filing of form ND2A effected a valid appointment of the 2nd respondent as director
  2. 2 Whether the Companies Register should be corrected and the ND2A entry deleted under s.42 Companies Ordinance
  3. 3 Whether declaratory relief may be given in respect of absent respondents in these circumstances

Ratio Decidendi

The ND2A recorded appointment of the 2nd respondent without the company's authority and the 2nd respondent was not in fact ever a director; accordingly the court declared that appointment void and ordered the Companies Registry to delete the ND2A. The court also found that the 3rd–5th respondents ceased to be directors after the 7 November 2015 AGM and ordered correction of the register, amendment of the 2016 NAR1 and filing of a new ND2A within 28 days; no costs were ordered against the Registrar.

Court Disposition

Declaration granted in part; orders made to delete unauthorised ND2A, correct the register for 3rd–5th respondents, file amended NAR1 and new ND2A within 28 days, liberty to apply, and no costs against the Registrar.

Orders

  • Declare that the appointment of the 2nd respondent recorded by form ND2A is void and order the Companies Registry to delete form ND2A from the register
  • Order the Companies Registry to amend its records to delete entries showing the 3rd–5th respondents as directors after 7 November 2015