Further Issues Flagged up to be Considered in Cross-Border Liquidations

Re Silver Base Group Holdings Ltd & Ors [2022] HKCFI 2386 concerned a company incorporated in the Cayman Islands and listed on the HKEx Main Board. Since the company was put into liquidation in the Cayman Islands and liquidators were appointed in May 2022, the petition was no longer contested before Harris J, who made the usual winding up order.

Although the petition was uncontested, his Lordship raised a number of legal issues which require further consideration in the future, including:

1. What, if any, recognition should be granted to a foreign liquidator appointed in the place of incorporation (if it is not the company’s centre of main interests) if the company is wound up in Hong Kong?
2. It is commonly assumed that if a company is in liquidation in its place of incorporation and wound up in another jurisdiction, the latter is to be treated as an “ancillary liquidation”. Should the liquidation in Hong Kong be “ancillary” if the place of incorporation is merely formal and it has no assets, creditors or debtors located there?

Edward K H Ng acted for the Petitioner.