On 5 February 2024, the Honourable Justice Paul Webster granted a restoration order (the “Order”) pursuant to section 218A of the BVI Business Companies Act (Revised Edition 2020) (as amended) (the “Act”), declaring the voluntary dissolution of Chuang An Limited (the “Company”) as void and restoring it to the Register of Companies (the “Register”) as a company in liquidation. John Skelton and Antonia Anderson of Grant Thornton were appointed as the joint voluntary liquidators of the Company upon its restoration.

The Company is part of a group of companies, with the main parent company being P&B Nominee Services Limited (“P&B”), a company incorporated in Hong Kong. P&B is held on trust for Swire Properties Limited, a publicly listed company incorporated in Hong Kong. The restoration was necessary for the Company to apply for a refund of stamp duty under sections 29DD and 29DE of the Hong Kong Stamp Duty Ordinance, as the Company met the criteria for a partial refund of the paid ad valorem stamp duty and full refund of buyer’s stamp duty in cases of redevelopment.

Under section 218 of the Act, a former director of the Company can make an application to the Court to restore a dissolved Company to the Register. The Court has the discretion to grant an order if the Court considers that it is just and fair to restore the company to the Register. The applicant must demonstrate a beneficial purpose for the restoration to satisfy the Court. In addition, the BVI Commercial Court has reminded parties that restoration of previously voluntarily liquidated companies will only be considered under exceptional circumstances. Such applications will attract greater scrutiny in comparison to those companies dissolved due to administrative oversights, such as non-payment of annual license fees.

Following its successful restoration, the Company can now make its application to the Hong Kong Stamp Office for the refund of the stamp duty in respect of certain properties in Hong Kong acquired by the Company prior to its voluntary dissolution. Once the Company has completed this specific task, it will be required to be immediately liquidated and dissolved.

Upon receiving instructions, Conyers filed the application papers on 12 January 2024, and filed supplemental evidence on 30 January 2024 and 31 January 2024. The Order was obtained on 5 February 2024, in less than a month after filing. Partner Anna Lin and Associates Allana-J Joseph and Catherine Wong conducted this restoration.

Stay current with our latest legal insights and subscribe today