LO, HING YU CINDY, Administratrix of the Estate of LEUNG, KWOK CHIU v. ARB CONSULTANCY LTD

HCMP 2691/2024

[2025] HKCFI 383

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 2691 OF 2024

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REASONS FOR DECISION

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1.  This is the Applicant’s application by way of Originating Summons filed on 12 December 2024 (“OS”) to convene a General Meeting pursuant to section 570 of the Companies Ordinance (Cap. 622) (“CO”).

2.  At paragraphs 1, 2 and 3 of the OS, the Applicant seeks the following reliefs:

(1)  a general meeting of the Respondent be convened by the Court for the purpose of considering and if thought fit passing the Resolution set forth in the Schedule to the OS viz that the Applicant be appointed as a director of the Respondent with immediate effect;

(2)  the Court may give directions as to the matter in which the General Meeting is to be called, held and conducted and all such ancillary and consequential directions as it may think expedient; and

(3)  no order as to costs of this application.

3.  At the hearing, Ms Chan told this court that no further directions are necessary or sought.

4.  The Applicant is the administratrix of the estate of her late husband Mr Leung Kwok Chiu (“Deceased”). She obtained Letters of Administration in respect of the estate on 25 July 2024.

5.  The Deceased died intestate and domiciled in Hong Kong on 29 November 2023. Pursuant to the Intestates’ Estates Ordinance (Cap. 73), the following persons are the persons entitled to share in his estate:

(1)  The Applicant, the Deceased’s lawful widow.

(2)  Leung Hei Man (梁希敏), the Deceased’s lawful and natural daughter.

(3)  Leung Chun Yin (梁俊彦), the Deceased’s lawful and natural son.

6.  The Respondent has a share capital of HK$100 comprising 100 ordinary share fully paid up. The Deceased was the sole shareholder and director of the Respondent and no reserve directors were ever appointed.

7.  Article 10(2) of the Respondent’s Articles provides that the quorum for directors’ meetings may be fixed from time to time by a decision of the directors and unless otherwise fixed it is 2 unless there is a sole director, in which case the quorum is 1. There is a similar provision regarding members’ meeting at Article 33.

8.  Since the death of the Deceased, the Respondent has no living member nor director and a general meeting could not be called according to the Articles to appoint a director.

9.  In these circumstances, the Applicant seeks an order for the holding of a general meeting of the Respondent pursuant to section 570 of the Companies Ordinance, Cap 622, which provides that:

“(1) This section applies if for any reason it is impracticable—

(a) to call a general meeting of a company in any manner in which general meetings of that company may be called; or

(b) to conduct the meeting in the manner prescribed by the company’s articles or this Ordinance.

(2) The Court may, either of its own motion or on application—

…

(b) by a member of the company who would be entitled to vote at the meeting,

order a general meeting of the company to be called, held and conducted in any manner the Court thinks fit.

…

(6) The legal personal representative of a deceased member of a company is to be regarded in all respects, for the purposes of this section, as a member of the company having the same rights with respect to attending and voting at a meeting of the company as the deceased member would, if living, have had.”

10.  Given that the Applicant is the legal personal representative of the Deceased, she has locus to make the application pursuant to section 570(2)(b) and (6) of the CO.

11.  This court is satisfied that it is impracticable to call a general meeting of the Respondent in the manner provided for under its Articles.

12.  In the present case, the Applicant seeks to convene a general meeting of the Respondent so that she can be appointed as a director and so that the transfer of the Deceased’s shares to his beneficiaries can be registered.

13.  Accordingly, at the hearing, this court made an Order in terms of paragraphs 1 and 3 of the OS.