The Hong Kong Courts have considered the scope of recognition and assistance available to foreign liquidators in two recent decisions.
In Re Ourgame International Holdings Limited [2026] HKCFI 4671, the Court clarified the distinction between recognition of a foreign liquidator based on a company's place of incorporation and recognition based on its centre of main interests ("COMI") and explained why that distinction matters in determining the scope of assistance available from the Hong Kong Courts. In Re Forever Winner International Limited [2026] HKCFI 5125, the Court considered whether common law recognition and assistance could extend to a foreign compulsory liquidation of a solvent company wound up on just and equitable grounds following shareholder deadlock.
Re Ourgame
Background
Ourgame International Holdings Limited (the “Ourgame”), a Cayman-incorporated, Hong Kong-listed company, was wound up for insolvency by the Cayman Court in March 2026. The Cayman Court appointed joint official liquidators and subsequently issued a letter of request seeking their recognition and assistance in Hong Kong.
The liquidators sought powers available under Cayman law as well as powers available to Hong Kong-appointed liquidators, including to obtain information and documents, secure assets and records, investigate Ourgame’s affairs, prevent dissipation of its Hong Kong assets, and apply to the Hong Kong Court on its behalf.
Decision
Applying established principles in private international law, the Hong Kong Court granted recognition and assistance on the basis that the liquidators had been appointed in the Company’s place of incorporation. The Court granted the liquidators standard powers but declined to confer powers equivalent to those of a Hong Kong-appointed liquidator under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32) (“CWUMPO”). In particular:
- The liquidators contended that there was no material distinction between recognition based on COMI and recognition based on place of incorporation, and that liquidators appointed in the place of incorporation should therefore receive the same assistance as those appointed in the COMI jurisdiction.
- The Court rejected that submission, holding that the two bases of recognition are distinct and may affect the nature and extent of assistance available. A foreign liquidator recognised by virtue of an appointment in the place of incorporation may receive conventional “managerial” assistance enabling it to act on the company’s behalf, including the standard powers necessary to perform its functions (as explained in Re Global Brands and Re Bull’s Eye, see our previous blogposts). However, this does not entitle the foreign liquidator to the statutory powers conferred on Hong Kong liquidators under the CWUMPO.
- In this case, the liquidators sought relief beyond a standard order, including the ability to exercise powers available to Hong Kong-appointed liquidators and to apply for examinations of relevant persons in aid of their investigations. The Court declined to grant such relief, holding that powers conferred on Hong Kong liquidators by the CWUMPO should not be granted to a foreign liquidator whose office and powers are recognised solely on private international law grounds, rather than through common law recognition and assistance of a foreign insolvency process.
The Court separately commented that if foreign liquidators required powers available under Hong Kong's statutory insolvency regime, they could consider seeking a Hong Kong winding-up order, subject to satisfying the established requirements for winding up a foreign-incorporated company in Hong Kong.
Re Forever Winner
Background
Forever Winner International Limited (“Forever Winner”), a BVI company, whose assets comprised a 49.06% stake in Hong Kong-listed Strong Petrochemical Holdings Limited (“SPHL”), an unpaid HK$83.3 million dividend, and several Hong Kong bank accounts. Following a breakdown between its ultimate owners, the BVI Court wound up Forever Winner on just and equitable grounds and appointed joint liquidators in December 2025.
The liquidators required recognition by the Hong Kong Court to take control of the Hong Kong assets and complete a proposed sale of the SPHL shares, as required by the bank and SPHL’s share registrar. The BVI Court therefore requested recognition and assistance from the Hong Kong Court.
Decision
The Court held that Hong Kong’s common law power to recognise and assist foreign liquidations extends to solvent companies in court-supervised liquidations, developing the previous position under which such assistance was confined to collective insolvency proceedings. In particular:
- The Court found no principled reason to distinguish between solvent and insolvent compulsory liquidations. Both involve a statutory mechanism for collectively realising and distributing a company’s assets, and the public interest in an orderly and internationally effective winding-up applies equally to both. A company’s solvency may also change during liquidation.
- The Court held that the rationale underlying the principle of modified universalism, namely facilitating cooperation between courts so that cross-border windings-up can proceed effectively, supports recognition of court-supervised solvent liquidations. International developments, particularly the broader approaches adopted in the US, Singapore, Australia and New Zealand, provided further support.
- For a foreign office-holder to be recognised, the foreign proceeding must now be a collective proceeding conducted under foreign court supervision, rather than necessarily a collective insolvency proceeding. It must also take place in the company’s place of incorporation or COMI, and recognition must not be barred by considerations such as public policy, fraud or breach of natural justice.
- Importantly, the Court did not extend the power to foreign voluntary liquidations. There are material differences: voluntary liquidations are not conducted under foreign court supervision, may operate essentially as private arrangements, and the liquidator is not necessarily an officer of the court.
Comments
Taken together, Re Ourgame and Re Forever Winner clarify and develop the boundaries of Hong Kong’s common law regime for recognising and assisting foreign liquidations.
Re Ourgame confirms that recognition and assistance are distinct questions. Foreign liquidators appointed in a company’s place of incorporation may be recognised and granted conventional “managerial” assistance, but recognition on that basis does not give them access to the full suite of statutory powers available to Hong Kong liquidators under the CWUMPO. Where those powers are required, a Hong Kong winding-up order may therefore need to be considered.
Re Forever Winner, meanwhile, demonstrates the Court’s willingness to develop the common law where the rationale for cross-border cooperation supports doing so. By extending recognition and assistance beyond collective insolvency proceedings to court-supervised liquidations of solvent companies, the decision broadens the reach of modified universalism, while retaining an important boundary in relation to foreign voluntary liquidations.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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