Hong Kong Case Law: Decisions & Judgments

Topic

Rectification of company register

Legal area

Court

24 Jan 2025

WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased) v. ELITE GIANT LTD AND ANOTHER

Citation

[2025] HKCFI 447
Court

Court of First Instance
Case number

HCMP802/2022

Because the 2nd defendant's Forms NR2 invited the reasonable assumption it held the companies' records and it did not clarify that position until late in the proceedings, and because the plaintiff obtained substantively what she sought (the records the 2nd defendant had) the 2nd defendant was ordered to pay the plaintiff's costs of both proceedings, to be taxed if not agreed with a certificate for counsel.
24 Jan 2025

WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased) v. CHEER CREATION LTD AND ANOTHER

Citation

[2025] HKCFI 447
Court

Court of First Instance
Case number

HCMP801/2022

The court found the originating summonses were justified because the 2nd defendant’s Forms NR2 invited the assumption it held the companies' records, the 2nd defendant failed to make its position clear until later evidence, and the plaintiff obtained substantively what she sought; accordingly the 2nd defendant was ordered to pay the plaintiff’s costs of both proceedings, taxed if not agreed, with a certificate for counsel.
18 Jun 2024

ZHONG DA MINING HOLDING LTD v. LAM WO PING AND OTHERS

Citation

[2024] HKCFI 1613
Court

Court of First Instance
Case number

HCMP1405/2022

The court held that the question of beneficial ownership of the BVI holding company (P) is material to whether the irregularity principle can cure defects in the challenged shareholder written resolutions; the beneficial ownership issue involves substantial disputed facts that cannot be resolved summarily on affidavit; it was therefore inappropriate to grant the substantive reliefs or injunctions at this stage or to stay to the BVI, and the proper course is to order the action to continue as if begun by writ with directions to plead the factual disputes for trial; the irregularity principle c…
1 Dec 2023

CYNTIA HENDRAYANI AND ANOTHER v. OLIGO ASIA ENVIRONMENTAL GROUP LTD AND OTHERS

Citation

[2023] HKCFI 3080
Court

Court of First Instance
Case number

HCMP112/2023

The allotment was invalid for lack of requisite shareholder resolution and could not be validly made by one of two directors alone; consequently SABA had no entitlement to vote at the alleged EGM and the removal of the director is a nullity because valid special notice and proper service for the EGM were not established; therefore the impugned documents on the Companies Registry derive from acts without company authority and must be removed and injunctive relief granted to prevent material damage to the company.
6 Apr 2022

WONG WAI HUNG v. LAM WAI MO AND ANOTHER

Citation

[2022] HKCFI 1071
Court

Court of First Instance
Case number

HCMP528/2021

The matter involves multiple genuine factual disputes (validity of allotment, alleged forgery of resignation and transfer documents, competing claims of title and value) which make determination on originating summons on affidavits inappropriate; therefore the originating summons is to be continued as if begun by writ so the factual issues can be litigated and the s.42 balancing exercise properly conducted.
24 Jul 2020

GREAT SEA GLOBAL LTD AND OTHERS v. REGISTRAR OF COMPANIES AND OTHERS

Citation

[2020] HKCFI 1690
Court

Court of First Instance
Case number

HCMP1939/2018

The court concluded that although Mr Chu improperly assumed conduct of the meeting, the irregularity did not cause prejudice and would not have affected the outcome; accordingly the August EGM resolutions stand and the court will not intervene to set them aside.
29 Apr 2020

LIN REN XIANG v. KO YIN AND OTHERS

Citation

[2020] HKCFI 660
Court

Court of First Instance
Case number

HCMP557/2014

Ko and Gold Glory are awarded party-and-party costs because Ko was the overall winner on the central issue (the increase and allotment was with Lin's knowledge and consent); there was no conduct by Ko taking the case out of the norm to justify depriving her of costs or ordering indemnity costs; Gold Glory being a named defendant is entitled to seek costs and any assessment of quantum is for taxation.
31 Dec 2019

TSANG WING KWAI AND ANOTHER v. WONG WING SZE TIFFANY AND ANOTHER

Citation

[2019] HKCFI 3148
Court

Court of First Instance
Case number

HCMP1912/2013

On the balance of probabilities the Mother executed the 1988 Declaration of Trust with understanding and thereby held the one original share on bare trust for Kwai; the 2012 Return of Allotment and Board Minutes were not shown to have been validly executed or understood by the Mother given her cognitive impairment and in any event contravened s57B CO and were for the dominant improper purpose of diluting Kwai’s beneficial interest; the Annual Return was signed by Kwai under mistake and did not ratify the Purported Allotment; accordingly the Declaration of Trust is effective, the share vests i…
21 Mar 2019

源廣和有限公司對源汝霖及另五人

Citation

[2019] HKCFI 759
Court

Court of First Instance
Case number

HCMP1408/2018

The ND2A recorded appointment of the 2nd respondent without the company's authority and the 2nd respondent was not in fact ever a director; accordingly the court declared that appointment void and ordered the Companies Registry to delete the ND2A. The court also found that the 3rd–5th respondents ceased to be directors after the 7 November 2015 AGM and ordered correction of the register, amendment of the 2016 NAR1 and filing of a new ND2A within 28 days; no costs were ordered against the Registrar.
20 Aug 2015

TSANG WING KWAI AND ANOTHER v. THE PERSONAL REPRESENTATIVE OF THE ESTATE OF CHAN CHUNG HAN, THE DECEASED

Citation

TSANG WING KWAI AND ANOTHER v. THE PERSONAL REPRESENTATIVE OF THE ESTATE OF CHAN CHUNG HAN, THE DECEASED
Court

Court of First Instance
Case number

HCMP1912/2013

Applicant failed to discharge the evidential burden to prove the Declaration of Trust and to show the allotments were invalid; contemporaneous filings (Return of Allotments and Annual Return), supporting minutes, and the totality of circumstantial financial evidence made it more likely the applicant knew of or procured the allotments, so the court dismissed the Originating Summons.