Wang Fat Land Investment Co Ltd v. The Registrar of Companies and Others
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HCMP 1353/2026 [2026] HKCFI 5844 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 1353 OF 2026 _______________
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______________ JUDGMENT ______________ 1.The plaintiff, Wang Fat Land Investment Company Limited (the “Company”), applies under section 42 of the Companies Ordinance (Cap 622) for declarations that documents registered in respect of it are null and void and for their removal from the Companies Register. The application follows the judgment of Deputy High Court Judge Alan Kwong dated 28 January 2026 in HCA 1227/2022, [2026] HKCFI 695 (the “Earlier Judgment”), which declared invalid the corporate acts on which the disputed filings were founded. 2.At the hearing, I allowed the Company to amend its originating summons dated 13 August 2026 (the “OS”) to include four additional documents identified in a letter from the Registrar dated 6 October 2026. The necessity for this is explained below. I have granted the substantive relief on the amended basis. Background 3.The Company owns a substantial number of income-generating properties. Before the disputed corporate acts, Madam Ng Kwai Sim held 222,900 shares, representing approximately 99.96% of its issued shares, and her nephew, the fourth defendant, Ng Siu On, held the remaining 100 shares. They were its only directors. The second defendant, Lai Sum Hung, was a former tenant of Madam Ng and a contractor engaged to carry out renovation works on properties belonging to her and to the Company. 4.Following a purported extraordinary general meeting on 31 August 2021, Lai was purportedly appointed a director with effect from 15 November 2021. On 10 January 2022, 233,000 shares were purportedly allotted to him. On 28 March 2022, the Company’s articles were purportedly amended, including by removing the requirement that a director hold at least 100 fully paid shares in his own right. On 8 July 2022, a further 2,097,000 shares were purportedly allotted to Lai, 2,006,100 shares to the third defendant, Far Trillion Limited, and 900 shares to Ng Siu On. Those allotments sought to reduce Madam Ng’s holding to approximately 4.89%. 5.Chin Choon Onn and Jong Yat Kit were appointed the committee of Madam Ng’s estate by order of Hon Lok J on 18 July 2022. They brought HCA 1227/2022 against Lai, Far Trillion, Ng Siu On and the Company. By the Earlier Judgment and the sealed judgment of 28 January 2026, the Court declared that Lai was never appointed or validly appointed a director on 15 November 2021 or otherwise; that both purported allotments were void and invalid; and that the purported amendment of the articles was void and/or invalid. The shares allotted under the two allotments were ordered to be cancelled and the Company’s share register rectified accordingly. 6.The scope of that determination is instructive. At paragraph 74 of the Earlier Judgment, the Judge expressly stated that he was deciding the invalidity of the corporate acts, without resolving the underlying factual disputes or determining any other claims which Lai or Far Trillion might have valid grounds to pursue. This application gives effect to the determination of invalidity in the public register. It does not require a finding of fraud or a decision on those other possible claims. 7.At a general meeting convened on 23 March 2026 pursuant to an order made in HCMP 236/2026, Chin and Jong were appointed directors. The Company subsequently filed a notice of change of registered office and a notice recording their appointments and Chin’s appointment as company secretary, all effective from 23 March 2026. The Registrar confirmed their registration on 12 June 2026. Those two filings are not among the documents which the Company seeks to remove. 8.The Company’s solicitors had notified the Registrar of the Earlier Judgment on 11 February 2026. In correspondence dated 30 March 2026, the Registrar identified seven documents recording the invalid corporate acts and a further set of documents containing Lai’s particulars or signed by him as a purported director. Those documents include four separate annual returns. The original OS accordingly concerns 20 individual documents. 9.The Registrar annotated the relevant records. The Company initially indicated that it would not seek an order under section 42, but the Registrar’s letter of 14 May 2026 warned that further filings might not be accepted if inconsistent with the existing records, notwithstanding the annotations. The Company was strongly advised to obtain an order under section 42. Its directors authorised this application on 31 July 2026. The supplemental evidence and amendment 10.The principal evidence is Chin’s affirmation of 12 August 2026. His second affirmation, dated 6 October 2026, supplies the copies of the disputed documents omitted from his first affirmation and exhibits the four additional documents identified by the Registrar. I grant leave to file and serve the second affirmation and exhibit CCO-2 and admit them for the purposes of this application. They provide the underlying records necessary to determine the relief sought. 11.The Registrar has submitted a statement dated 6 October 2026 under section 43(2) of the Ordinance. The Registrar takes a neutral position, but points out that, if removal is ordered, the relief should extend to four additional notices. Chin adopts that proposal at paragraphs 11–12 of his second affirmation. The summons filed on 6 October 2026 seeks leave to file and serve further evidence; it does not itself amend the substantive relief claimed in the OS. An amendment to the OS is therefore necessary. 12.The additional documents are: (1) Form ND4 filed on 27 February 2024, reference 22001554237, concerning Ling Yuen Heung’s resignation as company secretary; (2) Form ND2A filed on 1 August 2022, reference 23501943971, concerning her cessation as director; (3) Form ND4 filed on 3 February 2026, reference 22702916569, concerning Cheung Pui Yin Annie’s resignation as company secretary; and (4) Form ND4 filed on 3 February 2026, reference 22702916568, concerning Lai Chi Ching’s resignation as alternate director to Lai. 13.Each additional document records the cessation of an appointment recorded in a document already challenged in the OS. The amendment completes the relief arising from the same corporate history and the same grounds of invalidity. It introduces neither a new allegation of misconduct nor a claim for additional substantive liability. It is appropriate to determine the connected filings together. I therefore granted leave to amend the OS, seeking the same declaration and removal in respect of those four documents. The application is determined on that amended basis. The statutory requirements 14.Section 42(1) empowers the Court, on the application of any person, to direct the Registrar to rectify or remove information if it derives from something invalid or ineffective or done without the company’s authority, or if the information is factually inaccurate or derives from something factually inaccurate or forged. The present application concerns the public Companies Register, as distinct from the Company’s own register of members already addressed by the Earlier Judgment. 15.Rectification and removal are distinct remedies. Section 42(2) permits rectification by registration of a document showing the correction. Section 42(4) imposes two additional requirements for removal: even if such a document is registered, the continued presence of the information will cause material damage to the company; and the company’s interest in removal must outweigh the interest of other persons in its continued appearance on the register. 16.In Re China Nice Education Research Publishing Investment and Management Co Ltd [2016] 3 HKLRD 525 at paragraphs 13–18, Hon Godfrey Lam J explained that rectification is the ordinary remedy. Invalidity, inaccuracy or want of authority does not, without more, justify removal. Both requirements of section 42(4) must be satisfied, and the relevant damage and interest are those of the company. In that case, removal was justified for a return of allotment, but not for the annual return and other notices: paragraphs 22–25. 17.The assessment is prospective and practical. In Forever Up Holdings Ltd v Tong Yan Wa [2019] 5 HKC 478 at paragraph 16, the Court described the threshold as fairly low and held that a prospect of damage could suffice. The Court may consider the effect on those dealing or proposing to deal with the company, including doubts about the authority of its management. That approach does not dispense with the need for evidence explaining why correction alone is insufficient. 18.To Sai Tak v Registrar of Companies [2020] HKCFI 1615 at paragraph 33 illustrates the harm caused by continuing uncertainty as to ownership and management, including demands for further proof of authority and interference with ordinary business. In Xu Bei v Registrar of Companies [2018] HKCFI 636 at paragraph 19, the documents were assessed in the context of the whole course of events. Those cases assist in evaluating the practical effect of connected filings. Application of section 42 19.The first seven documents in the Schedule directly record the appointment, allotments and alteration of articles declared invalid by the Earlier Judgment. Their information derives from invalid or ineffective acts and, insofar as it represents those acts as valid, is inaccurate. Section 42(1) is plainly satisfied. The original and amended returns relating to the July 2022 allotment must both be addressed; retaining either would continue to record an allotment which has been declared void. 20.The remaining documents originally included in the OS record the corporate history which followed from Lai’s purported appointment: changes of registered office and officers, changes of their particulars, annual returns recording the invalid shareholdings and directorship, the appointment of an alternate to Lai, and Lai’s own purported resignation. Chin explains at paragraphs 21 and 24 of his first affirmation why these records contain inaccurate information or derive from acts done without the Company’s authority. The Registrar’s statement, paragraphs 12–14, confirms that both the seven principal documents and the related documents contain invalid information. I accept that evidence. The records must be considered in their actual context, as a connected account of ownership and authority founded on the invalid acts. 21.The four additional notices fall within section 42(1) for the same reason. Their apparent record of cessation presupposes the appointments recorded in the challenged notices. Removing those appointment notices while retaining the corresponding cessation notices would leave a misleading account that the persons concerned had held the offices in question. The same reasoning applies to Lai’s own resignation notice. In Forever Up at paragraphs 18–19, removal extended to remedial notices which perpetuated an inaccurate history of directorship. Here too, the cessation notices cannot sensibly be treated in isolation. 22.I am also satisfied that correction alone would not adequately protect the Company. It holds substantial income-producing property and must deal with tenants and others through persons whose authority can be reliably ascertained. The records concern control of the Company, not an incidental clerical detail. Their continued presence presents a real risk that persons dealing with it will question its officers’ authority, require further proof, or delay transactions. That entails operational disruption and expense to the Company. I accept Chin’s evidence at paragraphs 23–25 of his first affirmation on this point. 23.The risk is supported by the Registrar’s own records. Paragraph 9 of the supplemental statement shows that, despite the annotations and registration of the new directors and secretary, the public record still attributes 2,330,000 shares to Lai, 2,006,100 shares to Far Trillion and 1,000 shares to Ng Siu On. Those figures incorporate the allotments already declared void and ordered to be cancelled. The combination of corrected management details and uncorrected shareholdings perpetuates uncertainty about the Company’s control. 24.The documents also provide an apparent foundation for assertions of authority based on the invalid appointment or allotments. Chin identifies the risk of their use to mislead persons dealing with the Company’s assets. A shareholding does not itself confer authority to dispose of corporate assets, but the misleading record of ownership, read with the disputed management filings, could give such an assertion apparent credibility. It is unnecessary to find that a particular future misuse will occur. The risk, together with the impediment to ordinary dealings, is material to the Company. 25.The notices of changes of secretary, particulars and registered office form part of that same history. I have taken account of the later valid filing of the Company’s current registered office. That reduces the risk of misdirected communications, but does not remove the conflicting history of purported authority under which the earlier notices were filed. Further annotations or corrective documents would still leave those records and the need to explain them to third parties. This case therefore differs, on its evidence, from the documents for which rectification was sufficient in Re China Nice Education. 26.The additional cessation notices would aggravate the confusion if retained after removal of the appointment notices. They would suggest a period of valid office-holding followed by resignation, although the records on which that account depends are being removed as invalid. Their removal is necessary to avoid preserving the very misleading corporate history which gives rise to the prospective harm. I am satisfied, in respect of the documents as a whole and the connected categories identified above, that the requirement in section 42(4)(a) is met. 27.As to section 42(4)(b), the Company has a substantial interest in a reliable public record of its ownership and the authority of its officers. There is a public interest in the ability to trace changes in registered information, but that does not require these invalid filings to remain as an apparent account of lawful corporate acts. Registration of the present order under section 42(8), identifying all the documents removed, will explain the change and preserve an intelligible record of its basis. 28.No competing interest has been identified which outweighs the Company’s interest in removal. Lai and Far Trillion cannot rely on the invalid allotments or appointment as a basis for retaining the misleading records. Any other claims left open by paragraph 74 of the Earlier Judgment remain unaffected. Nor does removing the invalid allotment of 900 shares to Ng Siu On affect the 100 shares which he held before that allotment. The balance favours removal. Section 42(4)(b) is satisfied. The outstanding annual return 29.There is a separate point in paragraph 15 of the Registrar’s statement which must not be overlooked. The 2026 annual return, presented on 12 June 2026 under reference 22102116732, remains unregistered. The Registrar explains that removal of the challenged notices would leave Madam Ng and Ng Siu On on the record as directors and Madam Ng as company secretary, whereas the return does not include those particulars. It reports Chin and Jong as directors, Chin as secretary, and shareholdings of 222,700 shares for Madam Ng and 100 shares each for Ng Siu On, Chin and Jong. 30.The present order does not determine whether that annual return is correct or require the Registrar to register it. Nor does removal of the challenged filings dispense with the need for the Company to establish and make any further filings required to reflect the lawful position of its officers and members. In particular, the order is confined to the documents identified in the amended OS. The outstanding annual return is not among them. Costs 31.There is no order as to costs as between the Registrar and the Company. 32.The costs of the application are to be borne by the second and fourth defendants, Lai Sum Hung and Ng Siu On, and are to be assessed by way of gross sum assessment Disposition 33.Accordingly, I make the following orders:
34.I thank counsel for their assistance.
Mr Shaun Elijah Tan, instructed by Messrs Freda Lim & Co, for the Plaintiff The 1st Defendant, acting in person, attendance excused The 2nd Defendant, acting in person, absent The 3rd Defendant, acting in person, absent The 4th Defendant, acting in person, absent | ||||||||||||||||||||||||||||||||||||||
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