Hong Kong Case Law: Decisions & Judgments

Topic

Section 42 companies ordinance

Legal area

Court

5 Mar 2026

ZHANG SHUREN v. ZHAO XIAO SHENG AND OTHERS

Citation

[2026] HKCFI 1386
Court

Court of First Instance
Case number

HCMP505/2025

The court was satisfied on evidence that the Impugned Documents were factually inaccurate and filed without the Company’s authority (including forged resignations and false appointments) and that removal from the Companies Register was necessary because rectification alone would not prevent a real prospect of material damage and would not protect the Company or the public; accordingly the court ordered removal under section 42 and awarded costs against Zhao.
15 Jan 2026

GLOBAL RESOURCES INVESTMENT TECHNOLOGIES LTD v. LEUNG RAYMOND WAI MAN AND ANOTHER

Citation

[2026] HKCFI 357
Court

Court of First Instance
Case number

HCMP1310/2025

The written resolution of the sole shareholder GD dated 16 May 2025 validly removed D1 as director; the Company adduced a prima facie case supported by contemporaneous corporate records and evidence; D1 failed to discharge the evidential burden to show a serious triable issue as to GD's ownership or forgery of transfers; accordingly D1 had no authority to file the Disputed Forms on 20 May 2025, the Disputed Forms are null and void, rectification by registering the Unregistered NR1 and injunctive relief to restrain D1 were justified, and costs were ordered against D1.
22 Sept 2025

JOHNSON MEDTECH (HK) LTD v. REGISTRAR OF COMPANIES AND ANOTHER

Citation

[2025] HKCFI 4398
Court

Court of First Instance
Case number

HCMP1215/2025

The Disputed Document was forged and factually inaccurate so it met the criteria in s.42(1); its continued presence risked material damage to the applicant and imposed burdens on third parties, and the applicant's interest in removal outweighed any interest of the 2nd defendant, therefore an order removing the Disputed Document from the Companies Register was warranted.
30 Apr 2025

YUEY KONG BROTHERS INVESTMENT LTD v. LI TINA AND ANOTHER

Citation

[2025] HKCFI 1776
Court

Court of First Instance
Case number

HCMP2096/2024

David’s purported resignation was conditional and therefore ineffective; no board resolution was passed to appoint Tina and her appointment was not approved in substance; the Impugned ND2A was filed without the Company’s authority and contained false information that risked material damage and confusion to third parties, so removal from the Companies Register under s.42 CO was appropriate and rectification alone was insufficient.
3 Mar 2025

CITIC LTD v. COMPANY REGISTRATION NUMBER 3116975 LTD AND ANOTHER

Citation

[2025] HKCFI 875
Court

Court of First Instance
Case number

HCMP2813/2024

Because the impugned documents contained factually inaccurate statements that the plaintiff was a founder member/shareholder and the plaintiff was never such a shareholder, the court ordered rectification under s42 CO and granted an injunction under s42(5) CO to prevent third‑party deception; the court refused to declare the documents void ab initio as that remedy is not justified absent fraud or a trial; costs were awarded to the plaintiff against the defaulting companies and assessed at HK$120,000 per action.
3 Mar 2025

CITIC LTD v. ZHONGTIAN XINHE INTERNATIONAL INDUSTRY GROUP CO., LTD AND ANOTHER

Citation

[2025] HKCFI 875
Court

Court of First Instance
Case number

HCMP2815/2024

The Court ordered rectification under s.42 because the impugned entries were factually inaccurate; it granted an injunction under s.42(5) to prevent the companies from relying on or using the impugned documents to mislead third parties; the Court refused to declare the documents null and void because factual inaccuracy alone, absent forgery, fraud or nullifying transactions, does not justify such a declaration without a merits trial; costs were awarded against the non‑appearing 1st Defendants and summarily assessed at HK$120,000 each.
16 Jan 2023

FULL HONEST GROUP LTD v. CHAU YUET CHING BRENDA AND OTHERS

Citation

[2023] HKCFI 115
Court

Court of First Instance
Case number

HCMP597/2017

The court found no credible or arguable defence that William or others beneficially owned the companies; the impugned documents were produced without company authority and were factually incorrect under s.42(1); removal was justified under s.42(4) because the continued presence of incorrect information posed a real risk of material damage; ordered removal and costs against the responsible defendants.
15 Dec 2021

LIGHT SHINE LTD v. CHEUNG HO LAI LILY AND OTHERS

Citation

[2021] HKCFI 3750
Court

Court of First Instance
Case number

HCMP884/2021

The court found the Disputed Forms were prima facie forged and filed without the company's authority, that the Plaintiff satisfied s.42(1) and the s.42(4) criteria because the continuing presence of the entries and annotations posed a real risk of material damage to the company (creditworthiness, mortgage and title risks) and the company’s interest in removal outweighed others, and therefore ordered the Disputed Forms and associated annotations to be declared null and void and removed from the Companies Register.
26 Nov 2021

惠州市大亞灣發展總公司 v. WINSCORE INTERNATIONAL LTD AND OTHERS

Citation

[2021] HKCFI 3563
Court

Court of First Instance
Case number

HCMP787/2020

The court found substantial overlap between HCMP 1251 and HCMP 787 concerning the ownership of the Subject 30% shareholding and the validity of the Disputed Documents, and therefore consolidated the matters by directing HCMP 1251 be adjourned to be heard together with HCMP 787; the interim injunction application was dismissed as unnecessary/otiose given the consolidation and the factual control by the Daya Bay Camp; directions were given for pleadings and joinder and costs were reserved on a nisi basis.
23 Jun 2021

TSANG WING KWAI AND ANOTHER v. WONG WING SZE Tiffany, Administratrix to the Estate of CHAN CHUNG HAN (陳仲嫺) also known as CHAN CHUNG HONG (陳仲嫺), DECEASED AND OTHERS

Citation

[2021] HKCFI 1971
Court

Court of First Instance
Case number

HCMP1615/2020

Because the earlier judgment of Au-Yeung J was binding on the parties and no valid grounds were shown by the opposing 2nd respondent to refuse compliance, the court had jurisdiction under s.42 Cap.622 to remove the Return of Allotment and rectify the Annual Return; consequently the orders sought in the originating summons were granted and costs awarded against the 2nd respondent.