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

Edward K H Ng acted for the petitioner in Re Silver Base Group Holdings Ltd & Ors [2022] HKCFI 2386, where the company in question was incorporated in the Cayman Islands and listed on the HKEx Main Board.

On 5 May 2022, the company was put into liquidation in the Cayman Islands and liquidators were appointed. The petition was therefore no longer contested. Having satisfied the three core requirements, the court made the usual winding-up order.

The court also raised a number of interesting matters that needs 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?