Global Vision
In February 2019, LAM WAI KEUNG, as a director of MY FAIR BEAUTY LIMITED (CR No. 1931404) (“the Company”), was prosecuted by the Companies Registry and convicted at the Eastern Magistrates’ Courts (i) under section 610(1) of the Companies Ordinance, Cap. 622 (“the Ordinance”) for failing to hold annual general meetings of the Company for […]
A company does something or suffers anything which lead to an effect of putting a creditor or guarantor into a better position in the event of insolvent liquidation, such action is regarded as an unfair preference. Relevant time for such unfair preference, is a time in the period of 6 months before the commencement of […]
Section 265E of Companies (Winding Up and Miscellaneous Provisions) Ordinance states that A company enters into a transaction with a person at an undervalue if— (a) the company makes a gift to that person (b) the company enters into a transaction with that person with no consideration (c) the company enters into a transaction with […]
Shareholder—-Must at least has one shareholder. A shareholder can be a natural person being whatever nationality or a corporation whichever country it incorporated in. Director—-Must at least has a natural person to fill up the position of director. Any person who achieves the age of 18 and with a sound mind can be a director […]
Where a wrong is done which infringes upon the personal rights of a shareholder, the shareholder is entitled to a personal right of action to enforce the personal rights conferred under the articles of association, shareholders agreement, statute or common law. Remedies may be sought for the sole benefit of the shareholder. For examples, majority […]
Under Section 177(1)(f) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, a company may be wound up by the court, upon the application of a minority shareholder, if the court is of opinion that it is just and equitable to do so. Minority shareholders may exercise this right when a company is experiencing financial […]
Under Part 14 Division 2 of the Companies Ordinance, unfair prejudice petition is another useful remedy for minority shareholders. This remedy empowers a shareholder of a company to petition to the court, where his interests have been unfairly prejudiced by the act or omission in respect of the company. The court has the power to […]
Statutory remedies: Part 14, Division 4 of the Companies Ordinance (Cap 622), provides statutory derivative action as remedy for aggrieved minority shareholders. If any misconduct is committed against a company but the company itself does not institute the proceedings, then a shareholder of the company may bring proceedings on behalf of the company before the […]
All limited companies need to conduct an Annual General Meeting (AGM) in each financial year, subjected to some limited exceptions. For private companies, an AGM shall be conducted within 9 months after the end of accounting reference period. for public companies, it’s 6 months. Before conducting any General Meeting or Annual General Meeting, a notice […]
As a shareholder, who can exercise his right by mean of conducting a General Meeting. Take appointment of director as an example, a simple majority votes can pass an ordinary resolution. (simple majority means more than 50% members with voting right who attending and voting in such meeting). Any shareholders holding 5% or more of […]