CFI voids filings that handed company to son, orders register fixed

The Court of First Instance has declared that Companies Register filings recorded on 16 September 2025Judiciary effecting a wholesale change of Grand Billion Industries Limited's directors, company secretary, shareholders and articlesJudiciary are null and voidJudiciary, and made an order in terms of paragraphs 1 to 4 of the originating summonsJudiciary, which had sought removal of the Impugned Documents and rectification by registering the Form ND2A filed for the Company in April 2026. Deputy High Court Judge Le Pichon dismissed the first defendant's summons challenging the company's authority to bring the actionJudiciary and made an order nisi of costs against him.

The company, incorporated on 30 May 1995, is the holding company for two hardware manufacturers in the PRC, Wujin and Jingmi. Immediately before the disputed registration, its annual return showed Yeung Po Ping and Li Mei Ying as directors, Yeung as company secretary, Yeung holding 2,999,900 shares and Li holding 100 shares. The first defendant is their son.Judiciary

The filings the company impugned comprised a Form ND2A registered on 16 September 2025Judiciary recording the resignation of Yeung Po Ping as director and company secretary, the resignation of Li Mei Ying as director, and the appointment of the first defendant as directorJudiciary and Chan Hoi Yan Veronica as company secretary; a special resolution passed on 1 September 2025 for the adoption of new articles of association; and a Form NAA1 effective 1 September 2025 giving notice of alteration of the company's articles. They were underpinned by a 16 September 2025 board resolution and share-transfer documents including bought and sold notes, instruments of transfer and resignation notices.

On the evidence, the court found Yeung signed the underlying documents after his son remained in his office at Wujin for around 2 minutesJudiciary, pointing to the locations where he needed to sign English-language documents described as audit papers for the Hong Kong accountants. Yeung, educated to Secondary Two in Shenzhen, knows no English and signed on trust. The court rejected the son's succession-planning accountJudiciary: the 2024 hospitalisation required only a stent fitted while Yeung was conscious, the 23 May 2025 admission ended in same-day discharge with no operation, no consideration was ever paid for the shares despite a stated price of $2,999,900, the signatures were unwitnessed, and the rationale D1 offered, a need to conceal the second family from Li Mei Ying, collapsed because the relationship was an open secret at the factory. Undocumented claims about PRC tax advice on transferring Jingmi to the second family, and the characterisation of 28 October 2025 settlement proposals as a counter-proposal, were disbelieved.

Three points of procedure and law matter for practitioners. First, section 42 relief needs no prior declaration that the underlying transfer is voidJudiciary: where the evidence is sufficiently cogent to displace the register, the court can make the factual finding itselfJudiciary. Second, an objection that proceedings in the company's name lack authority must be taken at the outset by strike-outJudiciary and can be determined summarilyJudiciary. Third, removal, as distinct from rectification, requires both section 42(4) conditionsJudiciary: the court held the false record of a sole director risked misleading third parties about who may bind the companyJudiciary and impeding its operationsJudiciary, which is material damageJudiciary, and that the company's interest in removal outweighed any other person's interestJudiciary, since the son had no legitimate interest in preserving wrong information.

The parties must submit an agreed draft order for approval.Judiciary Legal basis: section 42 of the Companies Ordinance (Cap. 622)Judiciary, with the application brought under Order 102, rule 2 of the Rules of the High Court (Cap. 4A)Judiciary.