Law Ka Sang Jacqueline v. Treasure Path Development Ltd

HCMP000921/2003

HCMP 921/2003

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 921 OF 2003

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Coram: Hon Kwan J in Chambers

Date of Hearing: 26 March 2003

Date of Judgment: 26 March 2003

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J U D G M E N T

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1.This is an application under section 114B of the Companies Ordinance, Cap. 32 for an order that the applicant Law Ka Sang Jacqueline, a shareholder and director of Treasure Path Development Limited ("the Company"), be at liberty to convene an extraordinary general meeting of the Company within 14 days from the date of the order, for the purpose of passing a special resolution to change the name of the Company by deleting its name in Chinese “創德發展有限公司”, subject to a direction that 21 days' notice of the meeting be dispensed with and one member of the Company personally present at the meeting may constitute a quorum.

2.The applicant and her late father, Lo Hon Chong, used to be the only shareholders of the Company, each holding one share in the Company. The applicant's father passed away in February 2002, leaving the applicant the only surviving shareholder.

3.On 11 September 1998, the Company was struck off by the Registrar of Companies for persistent failure to file annual returns. After the applicant's father had passed away, the applicant retained solicitors to apply for letters of administration of her father's estate and was advised to apply to restore the Company to the register of companies.

4.The Registrar of Companies approved the application and on 27 December 2002, the name of the Company was restored to the register. However, since the Chinese name of the Company has been used by another company, the Registrar of Companies has required the Company to change its Chinese name within 30 days from the date of restoration. To do so, it would be necessary to convene an extraordinary general meeting of the members to pass a special resolution.

5.Article 23 of the Articles of Association of the Company provides that to constitute a quorum for general meetings of the Company, there must be two members present and holding either in his own right or by proxy at least fifty-one per cent of the paid-up capital. Article 52 of Table A, which is incorporated in the Articles of Association, provides that such a meeting is to be called by 21 days' notice in writing.

6.It is clearly impracticable for an extraordinary general meeting to be held in the circumstances. A shorter period of notice for the meeting would be required to comply with the time stipulated by the Registrar of Companies, for the Company to take such necessary action to change its name.

7.I therefore make an order as sought by the applicant in the originating summons. I make no order as to the costs of this application.

Representation:

Mr Chan Chi Fung, of Messrs Peter K S Chan & Co., for the Applicant

The Respondent, Treasure Path Development Ltd, absent