KENTWELL INTERNATIONAL LTD v. THE REGISTRAR OF COMPANIES AND OTHERS

HCMP 1168/2025

[2025] HKCFI 4510

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 1168 OF 2025

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JUDGMENT

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1.  This is an application by the Applicant for restoration of a company (“the Company”) to the Register of the Companies Registry. The Applicant claims that it is a creditor of the Company and that it had ongoing legal proceedings against the Company when the latter applied for deregistration incorrectly stating that the Company was not a party to any legal proceedings.

2.  Under s.750 Companies Ordinance cap 622, a company or director or member of a company may apply to the Registrar for deregistration of the company. Section 750(2)(d) states that an “application must not be made unless, at the time of the application ... the company is not a party to any legal proceedings” (emphasis added).

3.  In the present case, the Applicant, claiming to be the Company’s landlord, issued a writ against the Company in HCA2231/2014 claiming possession, mesne profits etc. On 11 December 2014, the Company filed a Defence and Counterclaim, for which a statement of truth was signed by a director and shareholder, the 3^rd Respondent to the present application. She also signed the statement of truth for the Company’s Reply and Defence to Counterclaim filed on 16 May 2015. Less than 2 months later, on 8 August 2015, the other director and shareholder of the Company, the 2^nd Respondent to the present application, applied for its deregistration. Since HCA2231/2014 was ongoing, clearly that application did not comply with s.750(2)(d). The deregistration was gazetted on 4 September 2015.

4.  I note that HCA2231 commenced in 2014, and there is nothing in the evidence before me that explains what (if anything) has been done in those proceedings during the past 11 years. However, the Applicant’s director has made an affirmation that he has been advised by its legal advisors that HCA2231/2014 remains ongoing. There is no evidence to the contrary, although both the 2^nd and 3^rd Respondents have been served with the documents in the present application. Paragraphs 3-4 of the draft order requiring the Applicant to pursue the High Court action diligently ensure that the order this court makes would not purposeless. Of course, this is without prejudice to the right of the Company to apply, or the Court applying its own power, to strike out the High Court action for want of prosecution.

5.  The 1^st Respondent has taken a neutral stance to the present application.

6.  In light of the above, I would make an order in terms of the draft Order and summarily assess the costs at $38,468.