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HCMP 1236/2024
[2024] HKCFI 2487
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 1236 OF 2024
________________________
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IN THE MATTER of Tiger Consulting Limited
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and
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IN THE MATTER of Section 570 of The Companies Ordinance,
Chapter 622
of The Laws of The Hong Kong Special Administrative Region
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and
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IN THE MATTER of Order 102 Rule 2(2) of the Rules of The High Court (
Cap 4A
)
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________________________
BETWEEN
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JESUSA MENDOZA BENITEZ (in the Will called JESUSA BENITEZ), AS THE EXECUTRIX OF THE ESTATE OF NEIL CRAIG SATTERWHITE, deceased
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Plaintiff
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and
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TIGER CONSULTING LIMITED
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Defendant
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________________________
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Before:
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Deputy High Court Judge Jonathan Wong in Chambers
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Date of Hearing:
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11 September 2024
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Date of Judgment:
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11 September 2024
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________________________
J U D G M E N T
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1.
This is the Plaintiff’s application pursuant to section 570 of the Companies Ordinance
Cap 622
(“
CO
”) for an order that (1) an extraordinary general meeting of the Defendant be convened for the purpose of considering and, if thought fit, passing an ordinary resolution for the appointment of Natthip Satterwhite (“
Mrs Satterwhite
”) as a director of the Defendant, (2) attendance of the Plaintiff at the meeting be regarded as constituting a quorum; and (3) notice of the meeting be dispensed with.
2.
I am satisfied that the relevant documents have been served on the Defendant. The Defendant has not entered an appearance today. I will proceed with the hearing.
3.
The late Mr Neil Craig Satterwhite (the “
Deceased
”) passed away on away on 16 June 2018, leaving behind his last Will dated 9 June 2018 (the “
Will
”). By the Will, the Plaintiff was appointed as the sole executor.
4.
The Defendant is a company incorporated in Hong Kong. The Defendant has a share capital of HK$1 comprising one ordinary share fully paid up, registered in the name of the Deceased as at the time of his passing away and to date. The Deceased was the sole director of the Defendant and no reserve directors were ever appointed.
5.
The Plaintiff applied for and obtained a grant of probate under Grant No HCAG005183/2022 (the “
Probate
”) to the estate of the Deceased in Hong Kong, which consists of only the share held by the Deceased in the Defendant.
6.
Pursuant to Clause 1(iii) of the Will, the share in the Defendant is to be bequeathed solely to Mrs Satterwhite.
7.
As the Deceased was the sole director of the Defendant and no reserve directors were ever appointed, the Defendant currently does not have any directors and no board meeting can be convened.
8.
Under the Articles of Association of the Defendant (Article 22), new directors may be appointed by ordinary resolution. Although where the Defendant has only one member, that member can satisfy the quorum requirement
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