Qu Wei Jian v. The Registrar of Companies

HCMP 822/2018

[2018] HKCFI 2563

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 822 OF 2018

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D E C I S I O N

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1.This is an application to restore New South East (Asia) Investment Limited (“the Company”) to the Companies Register.  The application is made under section 765(2) of the Companies Ordinance.  That subsection, read together with sections 766 and 767, provides the court with a wide discretion to restore a company which was deregistered and dissolved on its own application. Essentially, the court may order a restoration if it is satisfied that such a course is just.

2.Ms Wong has cited a number of authorities to me in respect of the principles governing that discretion, but I do not think it is necessary to recite them here except to acknowledge that I am grateful for them, and that is because I am of the view that the application should plainly be granted.

3.Very shortly stated, the application is made on the premise that back in 2004 and 2005 when the Company ceased business and when it resolved to have itself deregistered, the shareholders were not aware or had forgotten that the Company still maintained a securities account with the Shanghai branch of Haitong Securities Limited. 

4.The applicant, who was one of the three shareholders and directors of the Company before its deregistration, remembered this in about September 2017.  He then made inquiries and found that this account still had cash of around US$20,000-odd and had stocks amounting to some US$170,000.  To procure the return of the content of this account to the Company, the Company has to be restored; hence this application.

5.The Registrar of Companies has no objection to this application.  She has made a number of suggestions about the terms of the registration order, and the applicant is agreeable to all of them, and they will be incorporated in the order that I will shortly make.

6.I have looked at the evidence placed before me and am satisfied that in these circumstances, the restoration sought is just.  With the information available, I do not think that there is anybody who will be prejudiced by this registration.

7.One of the three former shareholders of the Company has since passed away, but I accept Ms Wong’s submission that no prejudice will be caused to that shareholder or his estate by the order that I will make shortly.  That is because of the evidence available, the restoration is only to procure the contents of the account to be restored to the Company.

8.I should note also that there was a request for a declaration that the Company shall be regarded as having continued in existence if it had not been dissolved. After discussion about necessity, I understand that the applicant no longer pursues this request.  In any case, I am not satisfied that there is in the evidence a justification for the necessity of such a declaration at this stage.

9.For the reasons above, I will make an order in terms of the draft order submitted to me subject to the following three amendments.  The first is that in paragraph 1, after “the Company”, I will insert the number “0530918”.  The second amendment is the deletion of paragraph 2.  The third amendment is to change in paragraph 6 the sum of $5,000 to $6,750.  These are amendments that the parties have reached an agreement upon, and I therefore make an order in terms described above.

Ms Stephanie Wong, instructed by Stevenson, Wong & Co, for the applicant

Ms Grace Leung Yue-wai, for the respondent