TSUI MAN v. SUN GLOBAL HONG KONG LTD

HCMP 1607/2025

[2025] HKCFI 4974

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1607 OF 2025

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J U D G M E N T

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1.  By Originating Summons filed on 17 September 2025, the Applicant in her capacity as administratrix of the estate of Mr Hui Tin Cho (許天楚) (“Deceased”), applies under section 633 of the Companies Ordinance (Cap 622) (“Ordinance”) for an order to rectify the register of Sun Global Hong Kong Limited (東陽香港有限公司) (“Company”) by removing the name of the Deceased as a member and inserting in its place the Applicant’s name as the holder of the shares currently registered in the name of the Deceased, and for various consequential orders.

2.  The Company was incorporated in Hong Kong on 6 November 2007. The Deceased was its sole director and shareholder (holding 10,000 issued shares).

3.  The Deceased passed away intestate on 13 December 2023. Letters of administration of the Deceased’s estate were granted to the Applicant on 29 May 2024.

4.  On the wrong assumption that the Applicant, as the administratrix of the estate of the Deceased, has the power to appoint herself as a director of the Company, the Applicant instructed the company secretary to prepare necessary documents to appoint herself as a director of the Company. An Annual Return was filed on 20 November 2024 and named the Applicant as the sole director, effectively in place of the Deceased.

5.  This was wrong as a matter of law. The office of the Deceased as a director of the Company ceased upon his death, and does not pass to the Applicant by succession. Whilst the Company’s Articles allow the Company to appoint a reserve director to act in place of the sole shareholder in the event of his death, this was not done. It follows that upon the demise of the Deceased, the Company has no director to conduct its affairs.

6.  The Deceased was the sole shareholder of the Company at the time of his demise. By operation of law, the shares held under his name were transmitted to his personal representative, namely the Applicant, who is recognized in law as the full owner of the shares. The Applicant does not become a member of the Company unless she consents to be registered as a member and her name is entered in the Company’s register of member. See Re G-Toys Manufacturing Limited [2020] HKCFI 912 at paras 25-27.

7.  However, after the demise of the Deceased, there is no director who could authorize the entering of the name of the Applicant in the register of members. The Applicant, not being named in the register of members, has no power to exercise the rights as a member of the Company, including the power to appoint a director to conduct the affairs of the Company. In other words, the Company is at a standstill.

8.  In such circumstances, section 633(1) of the Ordinance provides a way out. Under that section, if the name of any person is, without sufficient cause, entered in or omitted from the register of members of a company, a person aggrieved may apply to the court for rectification of the register.

9.  On the facts set out above, I am satisfied that the Applicant qualifies as a person aggrieved within the meaning of section 633(1) of the Ordinance to make the present application. The name of the Deceased in the register of members of the Company as a member should be replaced by the Applicant’s name as the holder of the 10,000 issued shares currently registered in the name of the Deceased to reflect the correct legal position. I therefore make an order in terms of paragraphs (1) and (5) of the Draft Order submitted to the Court.

10.  I also grant leave for the Applicant to amend the name of the Applicant in the title of the action by replacing “TSUI MAN (徐敏)” with “TSUI MAN (徐敏) as administratrix of the estate of HUI TIN CHO (許天楚), deceased”. This is to make clear that the Applicant is bringing the present proceedings in the name of the Deceased.

11.  There will be no order as to costs.