Sammie Ltd v. Registrar of Companies and Others

HCMP 360/2025

[2025] HKCFI 2716

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 360 OF 2025

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D E C I S I O N

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1.I have before me an originating summons issued by the Applicant, seeking orders for the removal of a number of Forms ND2A filed with the Companies Registry between May and July 2023. These forms, contends the Applicant, incorrectly purport to record the appointment of the 2^nd and 3^rd Respondents as directors of the Applicant.

2.The application has been served on the Registrar of Companies whose attendance I dispensed with and also on the 2^nd and 3^rd Respondents.  Neither the 2^nd Respondent nor the 3^rd Respondent attended to contest the application.

3.This would appear to be another case of the sort that I dealt with in Re Juicy Fruitti Company Limited[1], in which individuals  apparently unknown to a company have purported to have themselves recorded as directors in the Companies Registry and when that has been challenged they have not opposed the application.

4.Plainly in such circumstances, it is necessary for the Companies Registry’s records to be amended to address this problem.  The statutory mechanism for doing so in contained in section 42(1) of the Companies Ordinance (Cap. 622) which provides that “the court may, directs the registrar to rectify any information on the companies register or to remove any information from it if the court is satisfied that the information derives from anything is invalid or done without the company’s authority; or is inaccurate”.

5.As in Juicy Fruitti, the Applicant seeks an order that the offending Forms ND2A and ND4 are removed from the Companies Register.  The justification for doing so is said quite plausibly, to be that to leave these forms on the Companies Registry might lead to concerns on the part of anybody wishing to do business with the Applicant, who would see forms with suggested that there might be some dispute between the owners and controllers of the Applicant.

6.I explained the principles that guide the court in determining applications under section 42, in [3] and [4] of my decision in Juicy Fruitti.  It seems to be that the considerations that let me to conclude that is what appropriate to order the removal of the offending forms in that case apply to the present one.  I will, therefore, make an order in the terms of the originating summons.