LI KEUNG TSANG v. THE REGISTRAR OF COMPANIES

HCCW 1174/2002

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1174 OF 2002

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D E C I S I O N

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1.  The Applicant wishes to pursue a claim in adverse possession in respect of a property, House No. 34 in Pok Fu Lam Village, of which the Company was the registered owner.

2.  The Company was dissolved under section 227(1) of the Companies Ordinance on 8 May 2008.  On 26 April 2009 the Applicant issued an originating summons seeking an order under section 290(1) that the dissolution be declared void and that the Official Receiver be appointed liquidator.  It is accepted by the Applicant that the application should have been by summons in the Winding-up proceedings, but nothing turns on this.

3.  The Companies Registry raised no objection to the application and signed a consent summons, but the Official Receiver argued that the Secretary for Justice should be informed of the application as such interest in the Property as the Company may have had prior to its dissolution became bona vacantia and vested in the Government.  I adjourned the application in order that the Secretary for Justice could be informed of the application and make submissions if he so wished.

4.  The Secretary for Justice was informed, but as it transpired the Official Receiver’s assumption that he had to be informed was incorrect.  The Secretary for Justice wrote to the Applicant’s solicitors on 28 June 2010 drawing to their attention that the Registrar of Companies has the authority to act as agent on behalf of the Government in bona vacantia cases.  The Secretary for Justice referred to the Law Society’s circular no. 01-335 (PA) dated 10 December 2001 and Madam Justice Kwan’s judgment in Liu Yiu Keung Stephen v Registrar of Companies HCMP 1098/2004 (unreported 11 June 2004).

5.  As I have already indicated the Registrar of Companies has consented to an order declaring the dissolution void.  The application is brought within 2 years of the dissolution of the Company and I am satisfied that the Applicant has sufficient interest in the resuscitation of the Company to support his application.  I therefore make an order declaring the dissolution void and I shall also make an order under section 186 granting leave for the Applicant to commence proceedings against the Company in respect of its adverse possession claim.