Hong Kong Case Law: Decisions & Judgments

Topic

Share registration

Legal area

Court

16 Dec 2020

YEUNG MEI LEE, in her capacity as the Joint and Several Receiver and Manager over entire issued shares of Forever Winner International Development Limited who acts without personal liability v. FOREVER WINNER INTERNATIONAL DEVELOPMENT LTD

Citation

[2020] HKCFI 3114
Court

Court of First Instance
Case number

HCMP2181/2020

Because the company failed to give any reason and did not respond to repeated requests, the court exercised its discretion under s.152 to order registration of the share transfer and under s.633 to order rectification of the register, and awarded costs against the company in the sum assessed by the court.
29 Jun 2018

LUI FUNG HE sues in her capacity as the administratrix of the estate of the Deceased under the Letters of Administration Ad Colligenda Bona dated 15th October 2008 v. CHARTERSINCE.COM LTD

Citation

[2018] HKCFI 1481
Court

Court of First Instance
Case number

HCMP1416/2012

The court stayed the Actions pending determination of the Probate Action because the probate proceedings that dispute ownership of the deceased's shares are dispositive of the claims for registration and accounting for dividends; resolving ownership in the probate action is a necessary precursor to adjudicating the Actions.
29 Jun 2018

LUI FUNG HE sues in her capacity as the administratrix of the estate of the Deceased under the Letters of Administration Ad Colligenda Bona dated 15th October 2008 v. UNIPAC CO LTD

Citation

[2018] HKCFI 1481
Court

Court of First Instance
Case number

HCMP2016/2009

The court recognized that the core question of legal and beneficial ownership of the deceased's shares was central to the claims for registration and dividends and that those questions were squarely raised and being litigated in the Probate Action; accordingly the proper course was to stay the related civil actions pending determination of the Probate Action so that the ownership issue would be resolved in the probate proceedings before further relief in the actions was pursued.
29 Jun 2018

LUI FUNG HE sues in her capacity as the administratrix of the estate of the Deceased under the Letters of Administration Ad Colligenda Bona dated 15th October 2008 v. CHARTERSINCE SURVEYORS (RESIDEITIAL-LEASING) LTD

Citation

[2018] HKCFI 1481
Court

Court of First Instance
Case number

HCMP2014/2009

The court stayed the plaintiffs' actions because the proprietary dispute over the deceased's shares — specifically the claim that Ms Lo received them by donatio mortis causa — must be determined in the pending probate action before orders for registration as shareholder or for an account of dividends can be appropriately made.
2 Dec 2015

LIU JINJING, THE ADMINISTRATRIX OF THE ESTATE OF LEUNG WING KEUNG, DECEASED AND ANOTHER v. WAI HING ENTERPRISES LTD

Citation

LIU JINJING, THE ADMINISTRATRIX OF THE ESTATE OF LEUNG WING KEUNG, DECEASED AND ANOTHER v. WAI HING ENTERPRISES LTD
Court

Court of First Instance
Case number

HCMP2915/2014

The administratrix's statutory title did not entitle her to mandatory registration because Articles 5(a), 6 and 12 of the Articles of Association created enforceable pre-emption rights preserved by s160 CO and the directors lawfully declined registration in good faith and in the interests of the company; the administratrix also failed to comply with the Article 6 transfer notice requirement specifying fair value; estoppel by convention and Clause 3(cc) did not invalidate the articles or oblige registration; therefore the application under s159 CO was not well-founded and is dismissed.
12 Sept 2014

ASPIAL INVESTMENT LTD AND ANOTHER v. MAYER HOLDINGS LTD AND ANOTHER

Citation

ASPIAL INVESTMENT LTD AND ANOTHER v. MAYER HOLDINGS LTD AND ANOTHER
Court

Court of First Instance
Case number

HCMP2906/2013

The Amended Summons was dismissed because Mayer HK had effectively accepted service (public announcement and acknowledgment), its challenge to service and jurisdiction was out of time under Order 12 r8(1), and Hong Kong courts have jurisdiction to order registration of transfers affecting the branch register in Hong Kong; accordingly the court would cure any technical defect in service and decline Mayer HK's strike out application and awarded costs to plaintiffs on an indemnity basis.
21 Dec 2009

CHINA MAGIC ENTERPRISES LTD v. BENEFUN INTERNATIONAL HOLDINGS LTD

Citation

CHINA MAGIC ENTERPRISES LTD v. BENEFUN INTERNATIONAL HOLDINGS LTD
Court

Court of First Instance
Case number

HCMP1132/2009

Benefun cannot refuse registration: Article 13 and the Listing Rules require registration to treat the registered holder as having absolute title in respect of fully paid shares; directors cannot resolve competing equitable claims raised in separate litigation nor demand additional proof in these circumstances; Arts.39 and 41(e) do not apply to fully paid shares free of lien, so Benefun's asserted equitable lien or constructive trust does not justify refusal without court determination and/or interim relief.
7 Nov 2007

TOP PEACE INTERNATIONAL INDUSTRIAL LTD v. C.B.S. INVESTMENT LTD AND ANOTHER

Citation

TOP PEACE INTERNATIONAL INDUSTRIAL LTD v. C.B.S. INVESTMENT LTD AND ANOTHER
Court

Court of First Instance
Case number

HCMP1651/2007

Applicant is entitled to be registered as holder of one issued share having acquired it from the trustee in bankruptcy; the register of members was effectively lost despite reasonable efforts and the court exercises its discretion under s100 to rectify the new register by inserting the shareholders' names, authorize issuance of a share certificate to the applicant and declare the prior certificate void; it is necessary and proper under s114B to permit the applicant to convene a general meeting (quorum one) to appoint directors and alter the articles to enable the company to function.
8 Aug 2002

CHAO YUE WAH v. MO & CO. (HONG KONG) LTD. AND OTHERS

Citation

CHAO YUE WAH v. MO & CO. (HONG KONG) LTD. AND OTHERS
Court

Court of First Instance
Case number

HCA2326/2001

Appeal dismissed; it was just to order security for costs against the foreign plaintiff given disputed title and unresolved probate issues and absence of identified fixed assets in Hong Kong; security increased to $300,000 for the company and $600,000 for the 2nd and 3rd defendants, to be paid within 28 days, with proceedings stayed until payment and costs of defendants ordered (order nisi).
4 May 1987

GUILDFORD INVESTMENT COMPANY LIMITED v.TAK WO FINANCE AND INVESTMENT LIMITED AND OTHERS

Citation

GUILDFORD INVESTMENT COMPANY LIMITED v.TAK WO FINANCE AND INVESTMENT LIMITED AND OTHERS
Court

Court of First Instance
Case number

HCA1610/1987

The plaintiff, not being the registered holder of the shares, lacked locus standi to bring the claimed personal or derivative remedies; equitable beneficial ownership does not bind the company under Companies Ordinance s101 and the articles; the defendants were not bound by the 9 December 1986 agreement as they were not parties; therefore the statement of claim disclosed no cause of action and was struck out and the action dismissed.