Hong Kong Case Law: Decisions & Judgments

Topic

Restoration of dissolved company

Legal area

Court

8 Apr 2021

HU HUNG CHIU v. PACIFIC ELECTRIC WIRE & CABLE CO LTD AND OTHERS

Citation

[2021] HKCFI 840
Court

Court of First Instance
Case number

HCMP1944/2017

The motion to revive CPE was dismissed because the applicant's asserted purpose — a general investigation to obtain evidence to overturn his foreign criminal convictions — does not fall within the legislative purposes of s290(1), and the applicant failed to demonstrate a sufficient pecuniary or proprietary interest in restoration; accordingly the court exercised its discretion against revival and awarded costs to the respondent.
13 Aug 2019

KOO YIK CHUNG by KOO KIN WAH his next friend v. DILIGENT WIN LTD (In liquidation)

Citation

[2019] HKDC 1187
Court

District Court
Case number

DCEC926/2007

Having personally interviewed the applicant and on the basis of the two psychiatrists' reports the judge was satisfied that the applicant has ceased to be an MIP and therefore granted the orders in terms of paragraphs 1 to 3 of the summons (removal of the father as next friend and payment out to the applicant); costs of the summons were reserved and directions were made for the former solicitors to explain non-compliance and for service on the Director of Legal Aid.
6 Jun 2018

STEPHEN LIU YIU KEUNG v. REGISTRAR OF COMPANIES AND ANOTHER

Citation

[2018] HKCFI 1220
Court

Court of First Instance
Case number

HCMP2758/2017

Extension of time under s290(1A) and a declaration that the dissolution was void were granted because the applicant produced sufficient prima facie evidence of a potentially realisable asset (an interest in Shenzhen land) which could materially benefit creditors and justify revival; the applicant had locus as a former liquidator; the court granted revival subject to ordering replacement of the applicant as liquidator and making specific ancillary orders to ensure implementation.
15 Mar 2017

RE LIANG YANG KENG

Citation

RE LIANG YANG KENG
Court

Court of First Instance
Case number

HCMP1187/2016

Because the company was shown to be solvent, there were no unpaid creditors, the liquidator reported no irregularities, and members holding 88% supported or did not oppose reverting the company to a going concern to deal with four properties, the court exercised its discretion under ss 209 and 255 of Cap 32 to permanently stay the voluntary winding up.
21 Mar 2014

LEUNG KAI HUNG AND ANOTHER V. WU SHEK CHUN WILFRED AND OTHERS

Citation

LEUNG KAI HUNG AND ANOTHER V. WU SHEK CHUN WILFRED AND OTHERS
Court

Court of First Instance
Case number

HCMP5/2014

Because the applicants demonstrated a proper basis to invoke the court's discretion under section 290, offered undertakings to meet outstanding debts, and faced no substantive opposition (Registrar did not object and respondents did not oppose), the court exercised its discretion to extend time, declare the dissolution void and grant orders to restore the property and appoint liquidators as per the agreed draft order.
5 Oct 2010

GREATBO HOLDING LTD v. OFFICIAL RECEIVER AND OTHERS

Citation

GREATBO HOLDING LTD v. OFFICIAL RECEIVER AND OTHERS
Court

Court of First Instance
Case number

HCMP1676/2010

Application allowed because it was made within two years, the plaintiff as an 80% shareholder had sufficient interest, there was prima facie evidence the company owned valuable mainland assets, restoration was in the interests of creditors and contributories, and the plaintiff gave undertakings to fund liquidation and pay specified costs.
24 Sept 2009

DESMOND CHUNG SENG CHIONG v. THE REGISTRAR OF COMPANIES

Citation

DESMOND CHUNG SENG CHIONG v. THE REGISTRAR OF COMPANIES
Court

Court of First Instance
Case number

HCMP1668/2009

The court granted an extension of time under s290(1A) because exceptional circumstances existed (liquidators could not locate directors, had limited records and were unaware of the HK$528,642.15 held in court until 6 July 2009), found no prejudice to parties and that the applicant had locus; accordingly relief under s290(1) was granted, the dissolution declared void ab initio and the company's name restored so the funds can be re-vested and applied for creditors. The court made the orders sought in paragraphs 1–7 and 9 of the draft order.
8 Nov 2005

KENNY K C TAM & SHUM LAP CHI v. REGISTRAR OF COMPANIES AND ANOTHER

Citation

KENNY K C TAM & SHUM LAP CHI v. REGISTRAR OF COMPANIES AND ANOTHER
Court

Court of First Instance
Case number

HCMP2177/2005

The court granted the liquidators' application to declare the dissolution void because the order was necessary to preserve the interests of parties to pending litigation, the Registrar and Official Receiver did not oppose the restoration, and the liquidators agreed to the Registrar's reasonable administrative conditions and agreed costs; accordingly the dissolution was set aside with the Registrar's additional terms annexed to the order.
11 Jun 2004

LIU YIU KEUNG STEPHEN AND ANOTHER v. REGISTRAR OF COMPANIES

Citation

LIU YIU KEUNG STEPHEN AND ANOTHER v. REGISTRAR OF COMPANIES
Court

Court of First Instance
Case number

HCMP1098/2004

Because the application under s290(1) was made within two years of dissolution, the assets had subsequently accrued to the company and the Registrar consented, the court declared the dissolution void, restored the company and re‑appointed the former liquidators so the adjudicated dividend could be received and distributed, with administrative conditions and costs charged to the company.
4 Nov 2003

PACIFIC ELECTRIC WIRE & CABLE CO LTD v. THE REGISTRAR OF COMPANIES

Citation

PACIFIC ELECTRIC WIRE & CABLE CO LTD v. THE REGISTRAR OF COMPANIES
Court

Court of First Instance
Case number

HCMP4691/2003

The court exercised its discretion under s.290 to revive the company because the applicant, as near-total beneficial owner, had a clear proprietary interest, the application was within the two-year statutory period, there was demonstrable need to investigate possible misappropriation and intra-group irregularities affecting the applicant's securities listing, and the Registrar did not oppose the application; consequential relief to appoint new liquidators under s.252 was necessary to conduct the investigation.