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HCMP 276/2026
[2026] HKCFI 1472
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 276 OF 2026
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IN THE MATTER OF Luxholdco Gardien S.C.A (in Liquidation in Luxembourg) (the “Company”) |
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and |
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IN THE MATTER OF the inherent jurisdiction of the Court |
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BY
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| KEVIN BRIAN LAWRENCE, THE LIQUIDATOR OF |
Applicant |
| LUXHOLDCO GARDIEN S.C.A. |
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| (IN LIQUIDATION IN LUXEMBOURG) |
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____________________
| Before: |
Deputy High Court Judge Le Pichon in Chambers |
| Date of Hearing: |
10 March 2026 |
| Date of Decision: |
10 March 2026 |
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D E C I S I O N
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1. The applicant, Kevin Brian Lawrence (“Mr Lawrence”) is the sole liquidator of Luxholdco Gardien SCA (“Company”) incorporated in Luxembourg. His appointment is registered on the Trade and Companies Register of Luxembourg Business Registers G.I.E (“RCS”).
2. By his ex parte application by originating summons dated 13 February 2026 (“OS”), Mr Lawrence seeks (i) the recognition of his appointment as liquidator of the Company; and (ii) assistance of this Court in the form of powers set out in the OS.
Factual background
3. The factual background is set out in the affirmation of Mr Lawrence filed on 16 February 2026 in support of this application.
4. In summary,
(i) The Company is a partnership limited by shares incorporated in Luxembourg on 3 July 2008 and registered on 1 September 2008.
(ii) The main activity of the Company is to hold interests in Luxembourg and foreign companies by any form of investment. It is a financial holding company and its centre of main interest (“COMI”) is in Luxembourg.
(iii) The RCS shows that the Company went into voluntary liquidation on 1 August 2024.
(iv) Danielle Kolbach, a notary residing in Junglinster (Grand Duchy of Luxembourg) who attended the EGM held on 1 August 2024 convened by the Company filed a deed (the “Deed”) with the RCS. The Deed recorded, inter alia, the following resolutions passed at the EGM:
(a) the resolution by all the shareholders of the Company[1]to dissolve the Company with immediate effect and to put it into voluntary liquidation;
(b) the resolution appointing Mr Lawrence as the liquidator of the Company (the “Liquidator”); and
(c) the resolution determining the powers of the Liquidator and determining the liquidation procedure of the Company.
(v) The Company maintained 3 current accounts[2] with HSBC (the “HSBC Accounts”). These are the only assets of the Company in Hong Kong and the Company did not have any known creditors that may make a claim against the Company’s assets in Hong Kong.
5. The Liquidator endeavoured to close the HSBC accounts but HSBC has advised him that for overseas companies in liquidation, a court order confirming his appointment as liquidator is required before HSBC can act on the instructions provided. Hence this application.
Applicable legal principles
6. The relevant principles are succinctly summarised by Linda Chan J in Re Guangdong Overseas Construction Corporation [2023] 5 HKC 189 at §17:
“17. The approach of the court in dealing with an application for recognition of foreign insolvency proceedings and assistance to the foreign office-holder may be summarized as follows:
(1) The power at common law to recognize and assist foreign office-holder does not depend on winding up proceedings having been commenced against the company in the assisting court, as the court is asked to recognize the office-holder appointed in the place of incorporation as the lawful agent in accordance with principle of private international law (Singularis, §§12, 19; Global Brands, §45).
(2) The applicant has to satisfy the court that:
(a) the foreign insolvency proceedings are collective insolvency proceedings which include proceedings opened in a civil law jurisdiction (CEFC §§8-9);
(b) the foreign insolvency proceedings are conducted in the jurisdiction in which the company’s centre of main interest is located (CEFC§8; Global Brands, §§17, 31-42); and
(c) the assistance is necessary for the administration of a foreign winding up or the performance of the office-holder’s functions, and the order is consistent with the substantive law and public policy of the assisting court so it is not available for purposes which are properly the subject of other schemes (Singularis, §25).
(3) As to the extent and terms of assistance to be provided to the office-holder, the authorities show that the court has granted assistance to a foreign office-holder (a) to take control of the assets of the company; (b) to stay the local proceedings against the assets of the company; and (c) to obtain and gather information and documents relating to the company from third parties (Singularis, §§10, 19, 25; Global Brands, §45).”
Disposition
7. That the Company’s voluntary liquidation in Luxembourg is a collective insolvency process is clear. It is registered on the RCS and available for public access.
8. The Company’s COMI is in Luxembourg, its place of incorporation[3].
9. Apart from recognition of his appointment, the Liquidator also seeks the powers set out in §§2-4 of the OS[4].
10. Lord Sumption’s explanation of the principles that circumscribe the limits of the common law power of assistance[5] is set out in Re CEFC Shanghai International Limited (上海华信国际有限公司) (in Liquidation) [2020] 4 HKC 62 at §11:
“(a) The power of assistance exists for the purpose of enabling foreign courts to surmount the problems posed for a world-wide winding up of the company’s affairs by the territorial limits of each court’s powers. Therefore, the power of assistance is not available to enable foreign officeholders to do something which they could not do even under the law by which they were appointed.
(b) The power of assistance is available only when it is necessary for the performance of the foreign officeholder’s functions.
(c) An order granting assistance must be consistent with the substantive law and public policy of the assisting court.”
11. As noted in The Joint Liquidators of Bull’s-Eye Limited (in Liquidation) v Changjiang Securities Brokerage (HK) Ltd and Ors [2024] 5 HKLRD 371 at § 27, the Court has provided a standard-form recognition order to guide applicants[6].
12. I am satisfied that the powers sought in §§2-4 of the OS are substantially similar to those set out in the standard form order and for within the principles stated.
13. Accordingly, I make an order in terms of the OS.
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(Doreen Le Pichon)
Deputy High Court Judge
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Ms Leung Hemans of Messrs. JC Legal, for the Applicant
[1] The attendance list of shareholders is attached to the Deed.
[2] In HKD, EUR and USD.
[3] See § 4 (ii) above.
[4] "2. The Liquidator has and may exercise such powers as are available to them as a matter of Luxembourg [law] and would be available to him under the laws of Hong Kong as if he had been appointed as liquidator of the Company under the laws of Hong Kong and in particular, but without prejudice to the generality of the foregoing, for the following purposes:
(i) to locate, protect, secure and take into his possession and control all assets and property (including the closing of bank accounts) within the jurisdiction of this Court to which the Company is or appears to be entitled;
(ii) to locate, protect, secure and take into his possession and control the books, papers and records of the Company including the accounting and statutory records within the jurisdiction of this Court and to continue their investigations into the assets and affairs of the Company and the circumstances which gave rise to its liquidation;
(iii) to retain and employ barristers, solicitors or attorneys and/or such other agents or professional persons as the Liquidator consider appropriate for the purpose of advising or assisting in the execution of his powers and duties; and
(iv) so far as may be necessary to supplement and to effect the powers set out at paragraph (i) and (ii) above, to bring legal proceedings and make all such applications to this Court, whether in their own names or in the name of the Company, on behalf of or for the benefit of the Company including any applications for ancillary relief in any legal proceedings commenced, and/or for orders for disclosure, the production of documents and/or examination of third parties which it is anticipated may be made by the Liquidator to facilitate his ongoing investigations into the assets and affairs of the Company and the circumstances which gave rise to its liquidation.
3. Anything that is authorized or required to be done by the Liquidator is to be done by the appointed person;
4. For so long as the Company remains in Liquidation in Luxembourg, no action or proceeding shall be proceeded with or commenced against the Company or its assets or affairs, or their property within the jurisdiction of this Court, except with leave of this Court and subject to such terms as this Court may impose;"
[5] Singularis Holdings Limited v PricewaterhouseCoopers [2014] UKPC 36, [2015] AC 1675 at [25].
[6] See Re CEFC at §13 and its Appendix.
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