Yau Ka Hang v. Companies Registry

HCMP 1819/2017

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1819 OF 2017

____________________

____________________

____________________

Before: Hon G Lam J in Chambers

Date of Hearing: 26 October 2017

Date of Decision: 26 October 2017

________________

D E C I S I O N

________________

1.On 2 August 2017, the plaintiff, Mr Yau, agreed to purchase a BMW M3 Coupe from this company, Ka Ming Ho Limited. He paid $49,000 to Chan Ka‑ming, who was apparently the sole director and shareholder of the company.

2.Unfortunately, unknown to Mr Yau, the company had just been dissolved by striking off on 14 July 2017.  Not surprisingly, Mr Yau is having difficulty with the Transport Department in getting the car registered under his name.  Technically, the car has become bona vacantia and vested in the government.  But the Registrar of Companies has not objected on that ground, although queries have been raised about the utility of restoring the company.  There is some suggestion that the vehicle registration of the car had expired and not been renewed since 2013 and the Transport Department staff is not sure whether Mr Yau can directly apply for registration in his name pursuant to the transfer of ownership.

3.Mr Yau has tried to get Chan Ka‑ming to do something about it but Mr Chan has failed to take any steps.  Hence Mr Yau has applied, under s 765(3)(a) and (4) of the Companies Ordinance (Cap 622), for the restoration of the company, to the Companies Register.

4.I think that in this kind of case one has to take a robust commonsense view.  Mr Yau clearly appears to this court to have an interest in the matter.  Without going into the details of the Road Traffic Ordinance, it is clear to me that without a restoration order, Mr Yau will not be able to get the car registered in his name because the transfer of ownership took place on a date after the dissolution of the company.

5.If a restoration order is given, by virtue of s 768(1) the company is to be regarded as having continued in existence as if it had not been dissolved.  It may be that that is sufficient to enable Mr Yau to get registered as the new owner, but even if the expiry of registration since 2013 is a problem and further steps have to be taken in the name of the company, it seems to me that Mr Yau needs the restoration order to be able to deal with the problem effectively. 

6.In these circumstances, I consider it just that the company be restored to the Companies Register and there will be an order accordingly.

The plaintiff appeared in person

Mr Lee Chak‑lam, of the Companies Registry, for the defendant