RE CHAN KIN MAN, EDDIE

HCMP 1260/2017

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1260 OF 2017

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D E C I S I O N

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1.  This application is in my view misconceived. It seeks an order for the voluntary liquidation of the company to be permanently stayed, but the voluntary winding up, begun by a special resolution of the members in 1996, had long been completed. A return of the final general meeting was filed and registered by the Registrar of Companies on 5 May 1997. It follows that the company was dissolved 3 months later, in August 1997, pursuant to s 239(4) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

2.  Upon dissolution, a company ceases to exist as a legal entity: Integrated Marketing Communications Ltd v Registrar of Companies [2015] 5 HKLRD 362.  There are no further winding up proceedings in existence to be stayed under s 209 or otherwise dealt with.  The company is not being wound up any more.  An order for a permanent stay of winding up cannot be made in these circumstances.  This defect in the motion has been drawn to the attention of the applicant by the Registrar of Companies, who suggested that a prior application under s 290 might be more appropriate, but those acting for the applicant have paid no heed.  The motion must accordingly be dismissed.

Mr Philip C F Chan, instructed by Lau, Wong & Chan, for the Applicant