Hong Kong Case Law: Decisions & Judgments

Topic

Voiding dissolution

Legal area

Court

14 Mar 2017

BCEG INTERNATIONAL CO., LTD. v. LIU XIU AND ANOTHER

Citation

BCEG INTERNATIONAL CO., LTD. v. LIU XIU AND ANOTHER
Court

Court of First Instance
Case number

HCMP3219/2016

BCEG had standing as a creditor with a real interest and demonstrated reasonable grounds to doubt the incumbent liquidator's independence; balancing the competing interests of the sole shareholder and the (alleged) creditor, and given the concerns over impartiality, the court was justified under s252 and related authorities to remove the incumbent liquidator and appoint BCEG's nominated liquidators upon restoration; dissolution was declared void under s290.
3 Oct 2008

WANG ON (HK) LTD AND OTHERS v. THE REGISTRAR OF COMPANIES

Citation

WANG ON (HK) LTD AND OTHERS v. THE REGISTRAR OF COMPANIES
Court

Court of First Instance
Case number

HCMP1105/2008

The court exercised its discretion under section 290(1A) to extend time because the omission of a significant asset meant the company could not be properly wound up without revival, no prejudice to others was demonstrated, and the Registrar raised no objection; accordingly the dissolution was declared void and consequential orders including appointment of a liquidator and payment of agreed costs were made.
22 Feb 2006

RE TOLAND DEVELOPMENT LTD

Citation

RE TOLAND DEVELOPMENT LTD
Court

Court of First Instance
Case number

HCMP30/2006

The applicant was a person interested and applied within the two‑year period under s290; the company retained a single significant asset and the Registrar raised no substantive objection, therefore it was appropriate for the court in the exercise of its discretion to declare the dissolution void and grant relief in the terms of the draft 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.
30 Apr 2004

CHIN KAM DEVELOPMENT CO LTD AND ANOTHER v. THE REGISTRAR OF COMPANIES

Citation

CHIN KAM DEVELOPMENT CO LTD AND ANOTHER v. THE REGISTRAR OF COMPANIES
Court

Court of First Instance
Case number

HCMP969/2004

The applications were granted because applicants proved a legitimate need to rectify mistakes in historical assignment plans supported by contemporaneous documents and a director's affirmation, and there was no objection from the Registrar or Official Receiver; accordingly, the court properly exercised its s.290(1) power to declare the dissolutions void to permit rectification.
30 Apr 2004

COGI ENTERPRISES LTD v. THE REGISTRAR OF COMPANIES

Citation

COGI ENTERPRISES LTD v. THE REGISTRAR OF COMPANIES
Court

Court of First Instance
Case number

HCMP967/2004

The court declared the dissolutions void and ordered restoration because evidence showed a common intention that the pipeduct areas and toilets had been assigned and the absence of colouring on plans was a mistake; restoration was necessary to enable execution of deeds to correct title and the Registrar and Official Receiver did not oppose restoration.
5 Jan 1999

THE COMMISSIONER OF INLAND REVENUE v. THE REGISTRAR OF COMPANIES AND ANOTHER

Citation

THE COMMISSIONER OF INLAND REVENUE v. THE REGISTRAR OF COMPANIES AND ANOTHER
Court

Court of First Instance
Case number

HCMP4268/1998

The court found the s.290(1) prerequisites satisfied, held the Commissioner to be an interested person entitled to apply, concluded there were prima facie irregularities and possible misfeasance warranting revival, and ruled that absence of the statutory minimum number of members or directors does not preclude the court from exercising its discretion to declare the dissolution void.

Hong Kong Case Law

BCEG INTERNATIONAL CO., LTD. v. LIU XIU AND ANOTHER

WANG ON (HK) LTD AND OTHERS v. THE REGISTRAR OF COMPANIES

RE TOLAND DEVELOPMENT LTD

LIU YIU KEUNG STEPHEN AND ANOTHER v. REGISTRAR OF COMPANIES

CHIN KAM DEVELOPMENT CO LTD AND ANOTHER v. THE REGISTRAR OF COMPANIES

COGI ENTERPRISES LTD v. THE REGISTRAR OF COMPANIES

THE COMMISSIONER OF INLAND REVENUE v. THE REGISTRAR OF COMPANIES AND ANOTHER