Tang Yi, as the Administratrix of the Estate of Bong Won Ling

 [2024] HKCFI 1485, Harris J held that the personal representative of a deceased’s estate must first be registered as a member of the defendant companies (“Companies”) of which the deceased was a shareholder, before she has 

to apply under s.570 of the Companies Ordinance (Cap. 622) for the court to order a general meeting.

The plaintiff made an application under s.570 to seek orders that each of the Companies convene extraordinary general meetings to consider and resolve reconstituting the board by appointing three additional directors.

Harris J held the plaintiff, who was not a member of any of the Companies, did not have 

 to pray in aid of s.570 and dismissed her application. A personal representative does not become a member of a company by transmission of shares, but only becomes the legal and beneficial owner of the shares. The plaintiff could only become a member by registration, and should have applied to the Court under s.159 of the Companies Ordinance, which empowers the Court to order the Companies to register her as a member if her application was “well-founded”.

In any event, the plaintiff failed to prove that it was impracticable for her to convene general meetings, as she adduced no evidence that members of the Companies would refuse to attend them.

, instructed by Tony Kan & Co, acted for the 1

, instructed by Bobby Tse & Co, acted for the 2

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