Hong Kong Case Law: Decisions & Judgments

Topic

Appointment of director

Legal area

Court

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.
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.
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.
6 Sept 2023

IP WOON SHUN v. GOOD CHINA HOLDINGS LTD AND OTHERS

Citation

[2023] HKCFI 2306
Court

Court of First Instance
Case number

HCMP1082/2023

Section 570(6) confers standing on the legal personal representative and section 570(2)(b) empowers the court to order meetings where it is impracticable to convene them; accordingly the court properly ordered general meetings to enable the beneficiaries to pass resolutions appointing Clarisse as director and authorised the applicant to convene and constitute quorum for those meetings.
15 Jul 2022

MA WAI LIM, Deceased AND ANOTHER v. WELBORNE ENGINEERING LTD

Citation

[2022] HKCFI 2207
Court

Court of First Instance
Case number

HCMP754/2022

Where a company has a sole shareholder and director who is deceased and no opposition is shown, the court will exercise its s.570 Companies Ordinance power to authorise the deceased's representative to convene an EGM, dispense with notice, treat the representative's attendance as a quorum, and permit a resolution to appoint the representative (or nominees) as director so the company's affairs can be managed.
15 May 2019

TSE TSZ FUNG in the capacity as the administrator of the Estate of TSE KWONG KING (Deceased) v. EVER POINT ASIA PACIFIC LTD

Citation

[2019] HKCFI 1216
Court

Court of First Instance
Case number

HCMP395/2019

The applicant, as legal personal representative, has standing under s.570(2)(b); it is impracticable to convene a general meeting under the company’s articles because there are no directors to do so; accordingly the court must exercise its s.570 jurisdiction to order an EGM, permit the applicant to constitute the quorum by attendance, and permit a resolution to appoint the applicant as director so the deceased’s share can be registered.
4 Oct 2017

TSANG, HOI WAH AVA, deceased AND ANOTHER v. FIRST IMPRESSION LTD

Citation

TSANG, HOI WAH AVA, deceased AND ANOTHER v. FIRST IMPRESSION LTD
Court

Court of First Instance
Case number

HCMP1430/2017

The court held that Order 15 r.6A permits appointment of the 2nd applicant to represent the deceased's estate before Letters of Administration are obtained and that s.570(2)(b) is engaged where the applicant demonstrates it is probable he will become a member; accordingly the court may grant the substantive relief sought immediately (convening EGMs, dispensing with notice, treating attendance as quorum and permitting appointment of an additional director).
5 Sept 2012

CHINA STAR ENTERPRISE HONG KONG LTD v. HUNG WING SAN, TONY AND OTHERS

Citation

CHINA STAR ENTERPRISE HONG KONG LTD v. HUNG WING SAN, TONY AND OTHERS
Court

Court of First Instance
Case number

HCA162/2012

Regulation 56 of Table A must be read as capable of operating where, after an adjourned meeting, only one member (or his proxy) attends and, after half an hour from the time appointed for the adjourned meeting, the members present are to be treated as a quorum; accordingly the resolution of 18 October 2011 appointing Gudy Koo as director was validly passed and the strike out application fails.
5 Sept 2012

HUNG WING SAN, TONY v. KOO SHING SUN AND ANOTHER

Citation

HUNG WING SAN, TONY v. KOO SHING SUN AND ANOTHER
Court

Court of First Instance
Case number

HCCW350/2011

Regulation 56 can legitimately be read in context with Article 22 and Regulation 55 to permit an adjourned meeting to become quorate after 30 minutes even if only one member or his proxy is present; the wording is infelicitous but not otiose; consequently the resolution of 18 October 2011 validly appointed Gudy Koo as director and the strike out application dependent on the contrary contention must be dismissed.
18 Dec 2003

YIU CHEUNG MAN v. GOLDEN BRIGHT INDUSTRIAL LTD

Citation

YIU CHEUNG MAN v. GOLDEN BRIGHT INDUSTRIAL LTD
Court

Court of First Instance
Case number

HCMP3963/2002

The court concluded it was impracticable to hold board or general meetings due to the 2nd defendant's absence and non‑cooperation, accepted the applicant's undertakings (including location of the EGM in Shantou), and therefore exercised its discretion under s.114B and equitable jurisdiction to order an extraordinary general meeting with a reduced quorum and ancillary relief to prevent prejudice to the company.