Hong Kong Case Law: Decisions & Judgments

Topic

Section 570 companies ordinance

Legal area

Court

4 Mar 2026

TONG SIU KIT, Administratrix of the Estate of SIN WING HUNG v. SPEEDY LION LOGISTICS LTD

Citation

[2026] HKCFI 1431
Court

Court of First Instance
Case number

HCMP97/2026

The applicant, as legal personal representative of the deceased sole member, has standing under s570(6) and the Court will exercise its s570 discretion to order a general meeting where it is impracticable to convene a meeting under the company’s articles because the company has no directors or shareholders; consequently the orders in the originating summons were made to resolve the deadlock and enable appointment of a director and transfer of shares.
17 Jan 2025

LO, HING YU CINDY, Administratrix of the Estate of LEUNG, KWOK CHIU v. ARB CONSULTANCY LTD

Citation

[2025] HKCFI 383
Court

Court of First Instance
Case number

HCMP2691/2024

The Applicant, as the legal personal representative of the sole deceased shareholder, had locus under s570(2)(b) read with s570(6); it was impracticable to call a general meeting under the company's articles because there were no living members or directors, and therefore the Court properly exercised its statutory power under s570 to order that a general meeting be convened to consider and, if thought fit, pass the resolution appointing the Applicant as director; no costs were ordered.
23 Oct 2024

HAN CAREY AND ANOTHER v. GET PROFIT LTD

Citation

[2024] HKCFI 2892
Court

Court of First Instance
Case number

HCMP1339/2024

Because the applicants are legal personal representatives of the deceased sole shareholder and director and hence have standing under s570(6), and because there are no other directors or members such that it is impracticable to call a general meeting under the company’s articles, the Court properly exercised its power under s570 to order the meeting, dispense with notice and give ancillary directions; accordingly an order was made in terms of paragraphs 1 to 5 of the Originating Summons.
11 Sept 2024

JESUSA MENDOZA BENITEZ (in the Will called JESUSA BENITEZ), AS THE EXECUTRIX OF THE ESTATE OF NEIL CRAIG SATTERWHITE, deceased v. TIGER CONSULTING LTD

Citation

[2024] HKCFI 2487
Court

Court of First Instance
Case number

HCMP1236/2024

Because the deceased was the sole member and director leaving no living members or directors, it was impracticable to convene a general meeting; the applicant as legal personal representative has locus standi under section 570(6) and the court therefore must and did exercise its power under section 570 to order a meeting to be convened to enable appointment of a director and to permit administration of the estate.
30 May 2024

TANG YI, AS THE ADMINISTRATRIX OF THE ESTATE OF THE ESTATE OF BONG WON LING, DECEASED v. CALIGER ENTERPRISES LTD AND OTHERS

Citation

[2024] HKCFI 1485
Court

Court of First Instance
Case number

HCMP206/2023

The application under section 570 was premature because the applicant is not a registered member and therefore lacks locus to apply; the correct course is to seek registration under the Companies Ordinance (eg s159) before seeking court-ordered meetings, and the applicant failed to prove impracticability or justify exercise of the court's discretion.
29 Feb 2024

WING SZE TIFFANY WONG AND EDWARD SIMON MIDDLETON IN THEIR CAPACITY AS THE JOINT AND SEVERAL LIQUIDATORS OF CHINA PROPERTIES GROUP LTD (IN LIQUIDATION) v. WONG SAI CHUNG AND OTHERS

Citation

[2024] HKCFI 539
Court

Court of First Instance
Case number

HCCW67/2022

The Liquidators' application for substantive relief under s.570 failed because they did not prove impracticability with empirical evidence, the application was procedurally defective (s.570 relief must be sought by originating summons under RHC O.102 r.2), and the court will not make orders affecting non-parties (the Hong Kong and BVI subsidiaries) or determine issues of foreign (BVI) law on a s.200(3) application; accordingly substantive relief under ss.570 and 200 was refused while undertakings and injunctions/limited relief were recorded where appropriate.
15 Feb 2024

LIE MING, the Committee of the Estate of HJF v. FOREVER TEAM CORPORATION LTD

Citation

[2024] HKCFI 520
Court

Court of First Instance
Case number

HCMP2074/2023

The court found it was impracticable to convene a general meeting under the company’s articles because the sole other shareholder nominee refused to cooperate and no director existed; accordingly, exercising its discretion under s.570 the court ordered an EGM be convened with ancillary directions (including treating the Committee’s attendance as a quorum and permitting notice by the Committee) so that the Committee may be appointed director and take steps to preserve the company’s assets.
21 May 2021

NG TAI JOO v. THE REGISTRAR OF COMPANIES AND OTHERS

Citation

[2021] HKCFI 1510
Court

Court of First Instance
Case number

HCMP357/2021

Clause 3.1 is a representation clause granting entitlement to a board representative but does not confer a contractual right to participate in management or to prevent a majority from changing board composition; the irregularity principle applied because the majority could inevitably have regularised the decisions under section 570; accordingly the originating summonses fail and are dismissed.
5 May 2021

YEUNG KA LAI v. MARK GAIN INVESTMENT LTD

Citation

[2021] HKCFI 1382
Court

Court of First Instance
Case number

HCMP473/2021

The court exercised its discretion under section 570 of the Companies Ordinance and ordered relief in terms sought by the applicant because the death of the majority shareholder and pending caveat on the estate made it impracticable to convene a meeting or constitute a quorum, the applicant had locus as a director and contributory, and there were no countervailing factors or demonstrated unfair prejudice to deny relief.
14 Jun 2019

DONG FEI v. AMERASIA GLOBAL PROPERTY LTD AND ANOTHER

Citation

[2019] HKCFI 1475
Court

Court of First Instance
Case number

HCMP1040/2018

The application to bring forward the substantive determination of HCMP 1040/2018 was dismissed because there was no real change of circumstances warranting variation of the prior early‑trial directions; the amended s.570 claim was not clearly unanswerable without regard to AGPL's linked claims (pre‑emptive right and unfair prejudice), the risk of unfair prejudice and the proximity of the scheduled consolidated trial meant the balance favored maintaining the status quo; accordingly summary determination was inappropriate and the application failed.