CR-2022-BRS-000101 - [2025] EWHC 2291 (Ch)

I turn finally to the objection to one amendment on the grounds that it cannot be made in the absence of a necessary party. Paragraph 20 says:

“On or about 5 October 2017, with assistance from an accountant, Vincent Lim, Hong-Otto Investment Management Company Limited [later renamed In-Touch, the proposed fifth petitioner] was incorporated by P1 (‘Hong’). P1 was the sole director of Hong. Its issued share capital was 43 shares. 28 of those shares were held by P1 and 15 shares by the wife of R2, Peijin Hong (‘PH’). P1 initially intended to hold any interest that she might have in the proposed UK restaurants through Hong.”

The active respondents say that this pleading highlights the need for Peijin Hong also to be a party to this petition to the extent that the petitioners are still seeking any rectification in respect of the first petitioner. The prayer of the (9 May 2025) petition seeks, amongst other things, “any necessary rectification … under section 125 of the Companies Act 2006”. At present, however, I cannot see how, under the present petition, any order made on that petition would affect the interests of Peijin Hong (as distinct from those of In-Touch) which would justify adding Ms Hong as a necessary party. I do not think that this objection is made out.