On 22 April 2025 a petition was presented by creditors seeking:

• orders restoring Superb Summit International Group Limited (the Company), a Cayman Islands entity, to the register;
• a winding up order on insolvency and/or just and equitable grounds; and
• the appointment of joint official liquidators.

The petitioners’ evidence showed that they had each entered into subscription agreements with the Company in 2014 paying HK$10 million in return for interest payment obligations assumed by the Company which fell due in 2019. They were apparently not alone in having their commercial expectations disappointed. In 2020 the Company was delisted from the Hong Kong Stock Exchange and on 18 December 2020, Hong Kong’s Securities and Futures Commission (SFC) commenced proceedings against the Company’s former management and the company in respect of (amongst other things), alleged fraud (the HK Proceedings). However, the fact that the Company had been struck off the register posed a procedural hurdle.

The petitioners therefore brought a restoration application pursuant to section 159 of the Companies Act (2025 Revision). Section 159 relevantly provides:

“Company, member or creditor may apply to court for company to be reinstated

159.(1) If a company or any member or creditor of a company feels aggrieved by the company having been struck off the register in accordance with this Act, the company, member or creditor may apply to the Court to have the company restored to the register.

(2) An application referred to in subsection (1) shall be made by the company or any member or creditor of the company —

(a) within two years after the date on which the company was struck off the register; or

(b) where the Cabinet allows, after the two-year period referred to in paragraph (a) but not more than ten years after the date on which the company was struck off the register.

(3) Upon an application under subsection (1), if the Court is satisfied that —

(a) the company was, at the time of the striking off, carrying on business or in operation, or otherwise; and

(b) it is just that the company be restored to the register,

the Court may order that the name of the company be restored to the register on payment by the company of a reinstatement fee equivalent to two times the original incorporation or registration fee, and on terms and conditions as to the Court may seem just…”  [Emphasis added]

Justice Kawaley granted the restoration under section 159, which, as set out above, permits a company to be restored where “just,” even outside the initial two-year window (with Cabinet approval, which was obtained). Restoration was sought to enable the company to:

• participate in the HK Proceedings;
• receive any compensation awarded; and
• potentially pursue claims against former management.

It was also held that as the aim of restoration was to enable the Company to take part in the HK Proceedings where the former management were the defendants, it was entirely logical to place the Company into official liquidation.
The Court appointed joint official liquidators (JOLs) and granted targeted powers, including the power to:

• participate in and bring ancillary proceedings in Hong Kong;
• engage counsel locally and abroad; and
• seek recognition from the Hong Kong courts of their appointment.

This case underscores several key themes for offshore practitioners:

• Discretion should ordinarily be exercised in favour of restoration: where there is some valid purpose for seeking restoration, for instance the recovery and/or distribution of assets, the discretion should ordinarily be exercised in favour of restoration.
• Restoration as a strategic tool: restoration is not merely a formality. Where cross-border enforcement or asset recovery is at stake, especially in regulatory actions, restoration can play a critical role in preserving corporate personality and rights.
• Sanction for the exercise of appropriate powers: The Court granted the JOLs targeted powers to take steps in the HK Proceedings and to take such action as may be necessary to obtain recognition of their appointment in Hong Kong. The Judge noted in this respect that the petitioners had properly acknowledged that pre-emptively granting official liquidators the full suite of the powers conferred by Part I of the Third Schedule of the Companies Act has been judicially disapproved. The judgment is, in this regard, entirely consistent with the decision of Justice Jones in UCF Fund Limited  [2011] (1) CILR 305 and a raft of more recent decisions to similar effect.