Unauthorized alteration of company registration information has become one of the prevalent modes of fraud. In several similar cases, we assisted corporate owner victims in the aftermath through civil proceedings as well as liaison with the Companies Registry (“CR”) and the Police.

Under section 62 of the Companies Ordinance (Cap. 622, the “Ordinance”), the Registrar of the Companies (the “Registrar”) in performance of its statutory functions on registration of documents is not responsible for verifying (a) the truth of the information contained in a document delivered to the Registrar; or (b) the authority under which a document is delivered to the Registrar.

It is most regrettable that fraudsters are taking advantage of the system by unilaterally submitting false information e.g. resignation of directors and appointment of new directors / company secretaries, to the CR for registration.

Impugned documents containing false information had been registered accordingly, and as a result, in the eyes of third parties e.g. banks and business counterparties relying on registered information, would inevitably be misled to question the identity, or even refuse to accept the authority, of the director(s) who have purportedly ‘resigned’ though against their own will. Actively operating businesses were thus effectively paralyzed. Worse still, outsiders who had absolutely no relationship with the relevant companies might feign authority of those companies for improper purposes.

Amidst determination in identifying the culprits through investigations, victims are equally concerned with restoring the companies by removing the false information from the CR as soon as possible.

We assisted victims in commencing and going through court proceedings through applications under section 42 of the Ordinance, seeking a declaration that the impugned documents containing the false information be null and void, an order that such impugned documents be removed (or rectified) from the Companies Register, as well as ancillary orders. These applications were supported by affidavits setting out the material facts, written skeleton submissions with detailed analysis as well as authorities laying down the relevant principles in this area of law.

We are glad that our efforts were judicially recognized, activities of the relevant companies were hence restored. Reasons for decisions were handed down by the Companies Court in two of such cases: Chan Ting Fo v Wong Tsz Hong and Others [2023] HKCFI 3211 handed down this month, citing Cheung Wai Man Elmo v Ko Hok Shing and Others [2022] HKCFI 3668.

Further, we facilitated victims in continuous liaisons with the relevant authorities, namely, the CR and the Police, for the purpose of procuring investigation as well as legally permissible disclosure.

With our experience in this area, we are always ready to serve those in need as similar types of fraud remain rampant. Our Associate Mr. Mathew Liu has been in charge of the cases mentioned above, assisted by Trainee Solicitor Ms. Shirley Yu, Ms. Nicole Corpuz and Ms. Hayley Fong respectively.