Hong Kong Case Law: Decisions & Judgments

Topic

Share capital

Legal area

Court

11 Jul 2017

LIN REN XIANG v. KO YIN AND OTHERS

Citation

LIN REN XIANG v. KO YIN AND OTHERS
Court

Court of First Instance
Case number

HCMP557/2014

The court exercised s42 powers to order limited rectifications where documents were shown to be prepared under the plaintiff's authority or filed by mistake (remove 16.12.13 Notification; rectify Registered Shareholders' Resolution and specified 2013/06.12/28.11.13 documents), but declined wider rectification of Returns of Allotment or annual returns as to paid up capital because there was no finding of factual inaccuracy; the court refused to reopen the Main Judgment for clarification beyond expressing its manifest intention and held that its findings imply an increase and allotment occurred…
3 Sept 2009

RE SOCOMEC KEDU HONG KONG LTD

Citation

RE SOCOMEC KEDU HONG KONG LTD
Court

Court of First Instance
Case number

HCMP1164/2009

The petition was granted because the reduction of capital was a bona fide correction of a clerical error, the shareholders unanimously consented, procedural safeguards were observed or properly dispensed with, there was no prejudice to creditors, and the directors confirmed the remaining paid-up capital was adequate for the company's needs.
6 Aug 2009

RE SFA (HK) LTD

Citation

RE SFA (HK) LTD
Court

Court of First Instance
Case number

HCMP1190/2009

The court confirmed the capital reduction because the reduction served a discernible commercial purpose, the company remained solvent after the reduction, creditors had been informed and raised no objection so their interests were adequately safeguarded, and shareholders were treated equitably; accordingly the court made the order in terms of the amended draft and upheld the earlier dispensation of s59(2) requirements.
19 Feb 2009

RE PUBLIC FUTURES LTD

Citation

RE PUBLIC FUTURES LTD
Court

Court of First Instance
Case number

HCMP2472/2008

The petitions were granted because the statutory requirements for reduction were satisfied, the reductions served a legitimate and discernible corporate purpose, the shareholders were treated equitably, and there was no evidence that creditors would be prejudiced.
20 Jan 2009

RE S.M. ENTERTAINMENT ASIA LTD

Citation

RE S.M. ENTERTAINMENT ASIA LTD
Court

Court of First Instance
Case number

HCMP2495/2008

The court confirmed the reduction because the statutory and procedural requirements were satisfied, members were treated equitably, the directors demonstrated that the capital to be repaid was unexpended and excessive, and the company would retain sufficient cash to meet foreseeable liabilities so that creditors would not be prejudiced.
18 Dec 2007

RE MIZUNO CORPORATION OF HONG KONG LTD

Citation

RE MIZUNO CORPORATION OF HONG KONG LTD
Court

Court of First Instance
Case number

HCMP2108/2007

The court confirmed the reduction because a valid special resolution had been passed, the Company demonstrated solvency and sufficient assets and cash to meet liabilities, creditors’ interests were adequately safeguarded by the undertaking to set aside HK$1,140,361 and there was a discernible commercial purpose for the reduction, therefore the reduction would not prejudice creditors.
25 Oct 2007

RE PRINCIPAL INSURANCE CO (HONG KONG) LTD

Citation

RE PRINCIPAL INSURANCE CO (HONG KONG) LTD
Court

Court of First Instance
Case number

HCMP1770/2007

The petition to reduce share capital was confirmed because the company met the statutory and Insurance Authority conditions (including a paid-up capital floor and a solvency ratio substantially above the statutory minimum), held sufficient liquid assets, obtained necessary consents, there was no opposition and the reduction would not prejudice creditors.
19 Sept 2007

RE WORLDCO INTERNATIONAL LTD

Citation

RE WORLDCO INTERNATIONAL LTD
Court

Court of First Instance
Case number

HCMP382/2007

The petition was granted because the proposed reduction was for the clear purpose of extinguishing accumulated losses and aligning capital with assets, the directors provided sufficient explanation of the nature of the losses and offered a formal undertaking including a special reserve to protect creditors for amounts that might not be permanent, procedural requirements were satisfied and there was no unfair treatment of shareholders; accordingly the court approved the draft order and minute for reduction of capital.
16 Feb 2007

RE HVB CAPITAL ASIA LTD

Citation

RE HVB CAPITAL ASIA LTD
Court

Court of First Instance
Case number

HCMP107/2007

The court confirmed the reduction because the petitioner demonstrated a clear commercial purpose for returning surplus capital, the post-reduction paid-up capital exceeds Japanese regulatory minima for underwriting, the company’s accounts show ample unencumbered realizable assets to meet creditors’ claims and the proposed return, and creditor interests were otherwise safeguarded (including HVB’s subordination and no objections), satisfying the requirements of section 59(1) Companies Ordinance.
12 Oct 2006

RE COMMERZ (EAST ASIA) LTD

Citation

RE COMMERZ (EAST ASIA) LTD
Court

Court of First Instance
Case number

HCMP1616/2006

The court confirmed the capital reduction because the special resolution had been passed, creditors' interests were satisfied and adequately protected (including by the de facto set-off with Commerzbank), there was no opposition, and the reduction served a discernible and bona fide purpose for the company.