Hong Kong Case Law: Decisions & Judgments

Topic

Stay of winding up

Legal area

Court

20 Feb 2024

SECRETARY FOR JUSTICE, for and on behalf of the REGISTRAR OF COMPANIES v. CHINA CAPITAL STRATEGY LTD

Citation

[2024] HKCFI 542
Court

Court of First Instance
Case number

HCCW426/2021

A permanent stay was granted because the Court was satisfied that the company's debts and the costs of the liquidation had been paid or were satisfactorily provided for, the provisional liquidators did not oppose and considered no further investigation necessary, and a genuine commercial reason existed for the company to be restored to a going concern; accordingly a stay under s209(1) Cap 32 and release of the provisional liquidators was proper.
21 Oct 2022

RE G W ELECTRONICS CO LTD

Citation

[2022] HKCA 1590
Court

Court of Appeal
Case number

CACV367/2021

The Court of Appeal held that the ad valorem fee under CFPO Schedule 3 Table B Item I is payable in respect of assets realised and brought to credit by the Official Receiver acting as provisional liquidator under s194(1)(a); the Official Receiver's omission to disclose the fee did not extinguish the statutory liability and she was entitled to pursue the fee by means of the 1st Summons; the Conditional Stay Order should be construed to include the ad valorem fee as part of 'Liquidation Expenses'; the second appeal was allowed and the declaration and consequential order were made accordingly.
21 Oct 2022

RE G W ELECTRONICS CO LTD

Citation

[2022] HKCA 1590
Court

Court of Appeal
Case number

CACV82/2021

The ad valorem fee under CFPO Schedule 3 Table B Item I is payable in respect of assets realised and brought to credit by the Official Receiver acting as provisional liquidator under s194(1)(a); the fee is a mandatory statutory charge recoverable as debt; the court was not functus officio to the limited extent necessary to determine whether 'Liquidation Expenses' in the Conditional Stay Order included the ad valorem fee, and the Official Receiver was entitled to pursue the 1st Summons; accordingly the Court of Appeal declared that the Liquidation Expenses include the ad valorem fee and ordere…
29 Mar 2021

RE HUA HAN HEALTH INDUSTRY HOLDINGS LTD

Citation

[2021] HKCFI 793
Court

Court of First Instance
Case number

HCCW110/2019

The court granted a regulating order under s227A/227B because it was satisfied that holding first meetings was impractical and uneconomical, that the four major creditors representing over 99% of creditor claims supported the JPL, that the JPL had conducted substantial investigative work and continuity and confidentiality justified dispensing with meetings and appointing the JPL as liquidators, and that constituting a committee of inspection of the four major creditors was fair and in creditors’ interests.
21 Nov 2018

RE SEHR RICH DEVELOPMENT LTD

Citation

[2018] HKCFI 2627
Court

Court of First Instance
Case number

HCMP1776/2018

The court granted the stay because the conversion to creditors' voluntary winding up was the result of a technical defect, the company is solvent and has no creditors, the applicant provided undertakings that the other shareholder supports the application and that liabilities have been paid, and there was no public interest reason to refuse the stay; therefore paragraph 1 of the ex parte originating summons dated 19 October 2018 was granted and no order as to costs made.
16 Oct 2018

LAU SHAK WAH AND ANOTHER v. THE REGISTRAR OF COMPANIES

Citation

[2018] HKCFI 2397
Court

Court of First Instance
Case number

HCMP1433/2018

The court granted a permanent stay under s.209(1) because the applicants proved the company is solvent, there are genuine commercial reasons and a viable opportunity to revive its business, creditors and liquidation expenses can be paid, and no misconduct or irregularity required investigation; consequently exercising its discretion in favour of the applicants was appropriate.
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.
9 May 2016

RE THE GRANDE HOLDINGS LTD

Citation

RE THE GRANDE HOLDINGS LTD
Court

Court of First Instance
Case number

HCCW177/2011

The court granted a permanent stay because the sanctioned scheme met the interests of members and creditors and provided for liabilities (satisfying two principal criteria from Re Outboard Marine); the Official Receiver confirmed she would continue investigations into directors and the liquidators would assist, addressing the public interest criterion, making the stay appropriate on the agreed draft terms.
29 Apr 2016

YIDONG (HK) LTD v. CHAN KING MAN AND ANOTHER

Citation

YIDONG (HK) LTD v. CHAN KING MAN AND ANOTHER
Court

Court of First Instance
Case number

HCCW425/2012

The court granted the stay because the applicant satisfied the burden under s209(1): creditors had been paid or debts novated, the restructuring would return the company to solvency, liquidation expenses were provided for, the liquidators and Official Receiver raised no objection, the stay served a sensible and discernible commercial purpose and benefited creditors and shareholders without offending public interest or commercial morality.
29 Aug 2014

ALBERT EDWARD RODRIGUES v. ASSOCIACAO PORTUGUESA DE SOCORROUS MUTUOS (IN LIQUIDATION)

Citation

ALBERT EDWARD RODRIGUES v. ASSOCIACAO PORTUGUESA DE SOCORROUS MUTUOS (IN LIQUIDATION)
Court

Court of First Instance
Case number

HCMP1391/2014

Because the company is clearly solvent, can pay all creditors and any liquidation expenses, there is no reason to investigate historical conduct, and it is more appropriate for the company to continue its activities, the court will exercise its discretion under ss209 and 255 to stay the technical state of liquidation and validate past transactions under s182.