The administratrix of the estate of a deceased, who was a majority shareholder of a limited company applied for restoring the registration of a deregistered company to the Companies Register, on the ground that the company has more than a shadowy prospect of establishing anything of value as it would belong to the deceased’s estate, which the administratrix is duty bound to administer.

The administratrix successfully proved that the whereabouts of the sale proceeds of a property owned by the company has gone uncertain since 2004, shortly before its deregistration in 2006. The opposing director (in control of the company) may be liable to account for its existing whereabouts. It is just for the Court to restore the deregistered company, so that steps could be taken to investigate in this suspicious transaction.

It was also held that the deregistration itself was irregular on the ground that the board failed to seek the required consent of all the members of the company under s.219AA of the Companies Ordinance.