Re Liang Yang Keng

HCMP 1187/2016

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1187 OF 2016

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D E C I S I O N

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1.This company was wound up by a members’ special resolution dated 22 April 1988. The applicant in the present application, Mr Liang Yang Keng, was appointed the liquidator. The assets then known were realised and distributed to the members. Final accounts were filed and a return of the final meeting was lodged with the Companies Registry. By virtue of s 239(4) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), the company was dissolved after 3 months, ie on 11 July 1989.

2.Surprisingly, more than 26 years later, in late December 2015, one of the shareholders of the company was approached by a property agent and realised that the company was still the registered owner of four lots of land in Shaukiwan.

3.In July 2016, with the consent of the Registrar of Companies, an order was made under s 290 of Cap 32 for the dissolution of the company to be declared to have been void.  Mr Liang was accordingly re‑appointed the liquidator of the company.

4.Mr Liang has now applied for an order permanently staying the voluntary winding up of the company pursuant to ss 209 and 255 of Cap 32. I have had regard to the principles stated in Re Outboard Marine Corporation Asia Ltd [2003] 1 HKLRD 585.  I am satisfied on the evidence that the company has at all material times been solvent.  There is no unpaid creditor.  Mr Liang, who has throughout been the sole liquidator, has confirmed there are no irregularities in the affairs of the company that ought to be investigated.  Members holding 88% of the shareholding support or have no objection to the application.  Three members holding 12% either has been dissolved (in the case of a corporate member) or cannot be located (in the case of two individuals).  It is desired that the company reverts to a going concern so as to deal with the four properties.

5.In all the circumstances I am satisfied that the winding up ought to be stayed and there will be an order accordingly. 

Mr Kelvin K H Liu, instructed by Ko & Co., for the Applicant