Eugene Kwok of Prince’s Chambers advised and acted for Hong Kong Optical Company Limited, the operator of the venerable “Hong Kong Optical” chain, which was today wound up by the court on a petition issued by the company itself.  The company issued the petition pursuant to a resolution of its directors, who were authorised by way of an ordinary resolution of its shareholders. 

Most practitioners will be aware that the Companies (Winding Up and Miscellaneous Provisions) Ordinance expressly allows a company to petition for its own winding up if it has, by special resolution (i.e. 75% or more of the shareholders), resolved to do so.  This is a discrete ground in itself, but is not often used (since a company with 75% of its shareholders in favour can pursue a voluntary winding up instead).

Less well known is that, if another statutory ground for a compulsory winding up exists (e.g. the company is unable to pay its debts), the directors may consider and pursue that if they are authorised by way of only an ordinary resolution (i.e. 50% or more of the shareholders), so long as it does not contravene the articles of association of the company.  This may be helpful where you have legitimate grounds to seek a compulsory winding up but can only get 50% of the shareholders to agree.