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HCMP 763/2024
[2025] HKCFI 4535
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 763 OF 2024
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IN THE MATTER OF s.42(1), Companies Ordinance (Cap. 622, Laws of Hong Kong)
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and
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IN THE MATTER OF Julimar Management Limited (Business Registration No. 72565925)
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BETWEEN
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VASILY TRUBNIKOV |
Plaintiff |
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and |
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THE REGISTRAR OF COMPANIES |
1st Defendant |
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JULIMAR MANAGEMENT LIMITED |
2nd Defendant |
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EVGENY VOLOSOV |
3rd Defendant |
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| Before: |
Hon Harris J in Court |
| Date of Hearing: |
9 September 2025 |
| Date of Judgment: |
9 September 2025 |
| Date of Reasons for Judgment: |
17 October 2025 |
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REASONS FOR JUDGMENT
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1. The Plaintiff by an originating summons dated 8 May 2024 seeks orders:
(1) pursuant to section 42(1) of the Companies Ordinance, Cap. 622 (“Ordinance”), that the 1st Defendant rectify the 2nd Defendant’s company information in the Companies Register forthwith by removing the 3rd Defendant from being listed as a director of the 2nd Defendant;
(2) the 2nd Defendant do rectify its Register of Directors forthwith by removing the 3rd Defendant as a director of the Company with effect from 31 December 2023;
(3) the 3rd Defendant be restrained from holding himself out as a director of the 2nd Defendant.
2. Although not as clear as it should have been from the language of the Originating Summons for what period rectification was sought, it is implicit in paragraph 2 of the Originating Summons that the Plaintiff sought rectification of the Companies Register for the period from 1 January 2024. The application is only one of several proceedings between the Plaintiff and the 3rd Defendant concerning the conduct of the affairs of the 2nd Defendant. The basis of the present application is, however, narrow. The Plaintiff contends that on the assumption the 3rd Defendant was a director of the 2nd Defendant on 31 December 2023 (which is controversial) he thereafter ceased to be a director after that date because the 2nd Defendant failed to convene an annual general meeting within the period required by the Ordinance with the consequence that by virtue of Article 22(4)(a) of the 2nd Defendant’s Articles of Association, which provides that a director appointed by a decision of the directors (as was the case in respect of the 3rd Defendant’s appointment) retires at the next annual general meeting, the 3rd Defendant ceased to hold office. This interpretation of the effect of the Article is supported by extensive authority[1]. It seems to me that this is correct, and the contrary was not argued before me by Ms So, who appeared on behalf of the 3rd Defendant.
3. By the time the matter came on before me the Plaintiff had reduced the scope of the order that he sought to the period from 1 January 2024 to 28 November 2024. This was a consequence of the 3rd Defendant undertaking to Linda Chan J in an associated unfair prejudice petition (HCMP 523/2024) at a hearing on 29 November 2024 that he would procure that both he and the Plaintiff would be appointed as directors of the 2nd Defendant. Thus the 3rd Defendant became a director from 29 November 2024 and the period during which it is said by the Plaintiff the Companies Register is inaccurate in recording the 3rd Defendant as a director is from 1 January to 28 November 2024.
4. On 28 July 2025 Gall wrote to the Plaintiff’s solicitors stating that following the undertaking given on 29 November 2024, the application had become academic. Gall point out that section 42(4) of the Ordinance provides that the court must not order the removal of any information from the Companies Register under sub-section (1) unless the court is satisfied that even if a document showing the rectification in question is registered, the continuing presence of the information on the Companies Register will cause material damage to the company. Gall suggest that the Plaintiff has failed to adduce evidence that the incorrect information (which by this time was that the 3rd Defendant was a director from 1 January 2024 to 28 November 2024) caused material damage to the 2nd Defendant. Gall suggested that the Originating Summons be withdrawn with no order as to costs. The offer was not accepted. On 2 September 2025 Gall wrote again. They proposed:
“a. The 1st Defendant do rectify the 2nd Defendant’s company information in the Companies Register forthwith by removing Form NAR1 (Annual Return) (filed on 1 February 2024);
b. The 2nd Defendant do rectify its Register of Directors by making a note to the effect that the 3rd Defendant was not a director of the 2nd Defendant for the period from 1 January 2024 to 28 November 2024;
c. The 3rd Defendant shall not hold himself out as a director of the 2nd Defendant for the period from 1 January 2024 to 28 November 2024:
d. The Hearing of the OS be vacated; and
e. There be no order as to costs.”
5. The Plaintiff’s solicitors replied on 3 September 2025 substantially agreeing the order except as to costs, which they said the 3rd Defendant should pay.
6. Before me the only material controversy was as to costs. The 3rd Defendant contends the application was unnecessary. The Plaintiff contends it was clearly justified as there was ultimately no dispute that the Companies Register contained inaccurate information, namely, that the 3rd Defendant was a director of the 2nd Defendant from 1 January to 28 November 2024.
7. In my view the position is this. Section 42(1) of the Ordinance provides that the court may order (A) the Registrar to rectify any information on the Companies Register or (B) remove any information that is, inter alia, factually inaccurate. Section 42(4) provides that (B) should only be ordered if rectification is insufficient and unless the relevant information is removed the company in question will suffer material damage. I am satisfied that it has been demonstrated that unless Form NAR1 is removed from the Companies Register material damage will be caused to the 2nd Defendant.
8. An application to rectify the Companies Register was justified. It seems to me that in the circumstances suggesting that there be no order as to costs was unrealistic as it did not reflect the fact that the application was justified, and it was reasonable to expect the 3rd Defendant to pay the costs up to the time he conceded this. In the circumstances, in my view the 3rd Defendant should pay the Plaintiff and the 1st Defendant’s costs such costs to be taxed if not agreed and paid forthwith.
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(Jonathan Harris)
Judge of the Court of First Instance
High Court
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Mr John Leung, instructed by Tang & Co., for the Plaintiff
Ms Natalie So, instructed by Gall, for the 3rd Defendant
Attendance of the 1st Respondent, was excused
The 2nd Respondent was not represented and did not appear
[1] See: Re Consolidated Nickel Mines Ltd [1914] 1 Ch 883, 888-889; Re J & D Industrial (HK) Ltd [2006] 2 HKLRD 396, passim, e.g., [16]–[17], [20]–[25], [51]; Re Duncan Interior Ltd [2009] 1 HKLRD 443, [8]; Du Shui Wing v Fu Kin Fung [2023] HKCFI 2016, [38]; Receivership Decision [32(2)].
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