Kenny Kc Tam & Shum Lap Chi v. Registrar of Companies and Another

HCMP 2106/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 2106 OF 2005

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BETWEEN

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Before : Hon Kwan J in Court

Date of Hearing : 10 November 2005

Date of Judgment : 10 November 2005

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J U D G M E N T

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1.This is an application by the liquidators of Kwai Gang Finance Company Limited (“the Company”) under section 290(1) of the Companies Ordinance, Cap 32, for an order that the dissolution of the Company on 4 May 2004 be void and that any acts done or transactions entered into by or on behalf of the Company be deemed valid and effective as they would have been, had the Company not been dissolved under section 226A(2).

2.A creditor’s petition was presented to wind up the Company on 1 March 1999 and the Company was wound up by an order made on 21 April 1999.  The Official Receiver was appointed liquidator without a committal of inspection by an order dated 14 July 1999 under section 227F that the Company is to be wound up in a summary manner, as the estate is not likely to exceed $200,000.00.  The Official Receiver later applied for his release as liquidator and an order was made on 22 May 2001.

3.In September 2001, the Official Receiver was informed by a creditor that the Company had been involved in some transactions which required further investigation.  The Official Receiver agrees that further investigation is necessary.  As a certificate of release of liquidator was filed by the Official Receiver with the Companies Registry on 4 May 2002, the present liquidators were appointed by the court on 28 August 2002, on the Official Receiver’s application.

4.As of today, the liquidation is still in progress and the liquidators have distributed a first dividend to creditors.  A second dividend would be distributed shortly.

5.Recently, it has come to the attention of the liquidators that the Company was dissolved on 4 May 2004 by operation of section 226A(2), as no application has been made by the Official Receiver to defer the dissolution date.

6.As the affairs of the Company have not been completely wound up, the liquidators have made this application.

7.The Registrar of Companies and the Official Receiver have no objection.

8.I make an order sought in the Notice of originating motion.  I further order the costs of the Registrar of Companies agreed in the sum of $5,000.00 be paid out of the estate of the Company.

Mr Kenny King Ching Tam of Messrs Kenny Tam & Co, for the Applicant

The Registrar of Companies, attendance excused

The Official Receiver, attendance excused