Character 1 Formation of company

Hong Kong Company Law ( notes)

What happen before incorporation Ltd by share, Ltd by guarantee, private, public Structure

Individual Advantage Simple all income before you You pay the under postage tax

partnership Company if you share equity Partnership come under partnership ordinance

company Liability of the member is limited Company continues forever unless

disadvantge

Individual Limited is unlimited

partnership Each member jointly seventy limber

company Joint over though member change Cost of running the company are nigh filigrees audit

Does not reveler

Directorship only lash as long s on the original partner stay Disclose of information to the public Require account to be audit

Need to appoint office of company

Company is separate to the membership to the member and officer

Remove corporate 1 national emergency = war

2 show arrangement to avoid legal obligatory You work for motior cos company You leave to run your business selling motor cost company You re restticied by x ltd from appointment x Ltd coster Your firm company owed by years species over botter Y Ltd openrate y Ltd x Ltd customer 3 Director of company was acted dishonesty with company paper 4) where the company commth an officer under an ordinance and the difference was commit an officer with the connect an officer of thecompny Form company to run business to own property Issue Who form the company =promoter Who enter the contend to long the business property Who enforce the contract Once company is form/ interposed can the company enforce the contract Promoter = agent of the company yet to be forrow Law is that you cannot be an agent of principal that does not existed S32 A of the company ordinance Once company is incorporate it can approve the purchase of the property Exam starts with case Law Then you need to look at company ordnance

Director officer liability can be limit as un-limit Memorandum of association Rule articles of Association

Company ordinance Schedule 1 rule for 26 pages

Table

A B C D E Written by share By guarantee With share capital Unlimited liability

1) name of company registered submit 2) object the company what is san do 3) registered and submit in HK 4) Liability of the member 5) Share Capital structure authorized with capital $ 150,000,000 -how it is be divided 100000 share at 10 Memorandum is important to people leading with company Roles and neighbor for wow the company operate love you have meeting How are you voile Who is chairman

Object clause Loll Company can do Say a company run an IT Business It wants to set up restaurant Need a borrow money

To company to open restaurant business failed When need something who in oject Contract is viod To proptect the creadit Lone your mekomount of itself Company ordinance S5B(1A) object clause SB(3) an act of a company is not inavolid by reason that it is not with the object S5C a person is not olemely to know the company menordum

Public Audit have to lodye annual accout Shareholder of x Ltd

Private Not need t lodye annual account

Sec 29 reavichan on transfer of share not public subscription Number of member Individual of jointy =1

If a want to sell, he must be shvission to the existory shareholder For a company 1 single member company incorporate company = member founder member must sign memorandum 2of his founder member 2) it is one or more people

Company name Have a name eng or Chinese Name must not similar to existing Name so to mislead the public Name must not be offersive Name must not be disallowed because of ordinance Change the name present by special resolution s.22 Ltd = member of the company liability is limited to be capital they member company itself have unlimited liability

Promoter Be the property o behalf of company

Company S.32A ratify the purchase = company is responsible for contract for HKism Issue

Promoter when buying on behalf be must act in a fiduciary capity

What is the fair price o purchase of the property by the company

Promoter may not make secrt profit

Company ordinance Company registred

Company shareholder supplier customer

Authorised capital 1000000 share @1 each =1000000 payment of capital 1 all woo 2 in stage calls 20% 4/10/10 20% 6/10/10 60% 7/3/11 3 discount 4 premium Nomid value is not market value

Pouns How do I my object

object Run on it business

1 ) borrow from bank Buy equitment Wie staff Memorandum of association Elled of these check a contract Between the company member Between the member the medlves Director company can not sue If change a alle arhclies it must be done in the interest of the company even though a member may be alleched

If member disagree be must lable 5% of share to ask for cancellation of aiminior