Authors: ELG Tyler, Stefan HC Lo
Butterworths Hong Kong Company Law Handbook – 25th Edition aims to deal with the intricacies of the Companies Ordinance (Cap. 622) in an easily accessible form. This Handbook reproduces the text of the Ordinance as currently in force along with section by section annotations and examines the significant judicial decisions and rules of the court. The annotations also provide definitions of words and phrases, discussions on practical aspects and contentious issues with reference to each section, and other authoritative materials including cross-jurisdictional references.
Readers may wish to refer to the Butterworths Hong Kong Company Law (Winding-Up and Miscellaneous Provisions) Handbook, which is a complementary text containing the remaining Parts from the "old Companies Ordinance" (Cap 32) that have not been repealed.
As this series has been cited with authority in over one hundred court cases in the Hong Kong Court of First Instance, Court of Appeal, and Court of Final Appeal, this Handbook will no doubt be an invaluable source of information for practitioners, legal advisers, company secretaries, students and anyone interested in the laws governing companies in Hong Kong.
Butterworths Hong Kong Company Law Handbook – 25th Edition includes new material, cases and commentary on various sections of Cap.622. Some of the key updates include:
• Re Chong Hing Bank Ltd  HKCU 4961,  HKCFI 3091 in which Linda Chan J considered that r 2.10 prohibits the offeror concert parties from voting, disagreeing with the view of Harris J in Re Cosmos that such parties may vote though their votes cannot be counted for the purpose of complying with the Takeovers Code;
• Luk Ka Jeep Kenneth v HK Paws Guardian Ltd  4 HKLRD 215,  HKCU 4166,  HKCFI 2479 in which the court allowed an ex parte order for leave to intervene in the District Court proceedings (but including a paragraph that allows any person who believes themselves to be a shareholder or director of the Company to apply to the court to have the order amended or set aside) where neither the company nor any other director was interested in applying for leave and where the company was at risk of having a default judgment entered against it;
• Williams and Ors v Russell Price Farm Services Ltd  2 BCLC 454 in which it was held that the court has the power to rectify the company register in order that the executor could take control of a company urgently where the sole shareholder and director died and there was exceptional urgency arising where the business could not wait for the grant of probate;
• Re ZPMC-Red Box Energy Services Ltd  4 HKLRD 559,  HKCU 4476,  HKCFI 2660 in which Harris J made a restrictive interpretation of the requirement that a member or creditor can only apply for a remedy under section 729 when the same has interests which “have been, are or would be affected” by the relevant conduct. His Lordship suggests that an application for an injunction under section 729 could not be made if the member’s complaint falls within the proper plaintiff rule in Foss v Harbottle (1843) 2 Hare 461 and the company is willing and able to take the necessary action;
• Lam Bing Kwan v Sino-I Technology Ltd [ 2022] HKCU 3641,  HKCFI 2325 in which it was held that applications under both sections 610 and 431 would still be necessary where the company intends to hold the AGM within the extended time period for laying the financial statements before the AGM;
• The definition of “virtual meeting technology” was added to section 547(1) and the new section 583A was enacted in response to the COVID-19 pandemic, making it clear that companies could hold general meetings by way of virtual meeting technology so long as the same is not prohibited by the company’s articles;
• Sanju Environmental Protection (Hong Kong) Ltd v Wang Lishan  HKCU 816,  HKCFI 531, in which it was held that there were breaches of duties where resolutions proposed to delegate sweeping powers to the chairman to approve major contracts and external guarantees without the need to notify other directors. While the delegation of functions is permissible, directors must ensure that there is a system in place for checking upon the performance of delegated functions;
• Re China Oceanwide Group Ltd  HKCU 689,  HKCFI 455 in which it was held that a statutory demand must be made in conformity with the requirements of CWUR rr 3B and 3C and Form 1A, and any error or omission in the information stated in the demand should be rectified by issuing a fresh one;
• Re Joint and Several Provisional Liquidators of RZ3262019 LTD (in provisional liquidation in the British Virgin Islands)  HKCU 5891,  HKCFI 3602, in which it was held that where the provisional liquidators were appointed in the jurisdiction of incorporation which is not the COMI, recognition and assistance for the provisional liquidators would be granted only to reflect that they are authorised agents of the company;
• Zhang Kan v SPH (Hong Kong) International Trading Co Ltd  3 HKLRD 813,  HKDC 731 in which it was held that section 117 has no application to an act of a single director; and
• Restricted disclosure of residential addresses and identification numbers on the Index of Directors on the Register for public inspection under Phase 2 of the New Inspection Regime commencing from 24 October 2022.