An edition of COMPANY & PARTNERSHIP LAW IN HONG KONG
(2011)
COMPANY & PARTNERSHIP LAW IN HONG KONG
by Thomas Ng
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This text captures the dynamism of Hong Kong company law and partnership law, places the material in context and guides students through all the major topics studied at undergraduate level. The book is divided into nine distinct sections, such as corporate structure (including legal personality and constitutional issues), corporate governance (including directors' duties and liabilities), shareholders' rights and remedies (including powers of decision-making and shareholder engagement), corporate finance (including share and loan capital), and corporate rescue and restructuring (including liabilities arising on insolvency). It covers the syllabus requirements of most non-specialist company law courses at undergraduate and diploma level, and the company law syllabuses of the Hong Kong professional bodies, in particular: HKICPA; ACCA; HKCIMA; HKAAT; and the HKICSA.
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Subjects
company law, partnership law, business associations, Hong KongPlaces
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Book Details
Table of Contents
Introduction. 6
Self-Assessment Questions. 7
Section One Regulation Of Partnerships. 9
1.1 Nature of a Partnership. 10
(i) Limited partnerships. 12
(ii) Partners may bind the firm. 13
(iii) Rights of partners under the Partnership Ordinance. 13
1.2 Creating a New Partnership. 14
1.3 Dissolution of a Partnership. 16
1.4 Sample Partnership Agreement. 18
Self-Assessment Questions. 21
Section Two The Corporate Form. 24
2.1 Nature of a Limited Company. 25
2.2 Types of Companies. 29
2.3 Companies and Partnerships Compared. 33
Self-Assessment Questions. 36
Section Three Piercing The Corporate Veil. 38
3.1 Exceptions to Limited Liability: Piercing the Corporate veil. 39
3.2 When to Lift the Veil?. 41
Self-Assessment Questions. 42
Section Four Process Of Incorporation. 44
4.1 The Promoters of a Company. 46
4.2 Incorporation. 46
4.3 Registration of a Private Limited Company. 48
(i) Objects clause and the doctrine of ultra vires. 49
(i) Table A. 51
4.4 Effect of the Memorandum and Articles. 51
4.5 Sample Company Constitution. 54
4.6 Sample Certificate Of Incorporation. 61
Self-Assessment Questions. 62
Section Five Share Capital And Loan Capital. 65
5.1 Borrowing Working Capital. 65
(i) Fixed and floating charges as security for a loan to the company. 66
5.2 Raising Money by Issuing Shares. 70
(i) Share or equity capital. 70
(ii) Register of members. 71
(iii) Restrictions on raising equity capital. 72
(i) Transfer of shares. 73
(ii) Restrictions on the right to transfer shares. 74
(iii) Transmission of shares. 75
(i) Preference shares. 75
(ii) Redeemable shares. 76
(iii) Ordinary shares. 77
(i) Nature of capital maintenance. 77
(ii) Safeguards. 77
(iii) Financial assistance for the purchase/acquisition of shares. 78
(iv) Capital reduction. 78
(v) Purchase by a company of its own shares. 80
Self-Assessment Questions. 82
Section Six Directors And Other Company Officers. 88
6.1 Directors. 88
(i) Calling Meetings. 91
(ii) Convening Meetings. 93
(i) Duty of loyalty and good faith. 94
(ii) Duties of Skill and Care. 97
(iii) Ratification of a breach of duty. 98
(iv) Guidelines for company directors. 98
6.2 The Managing Director. 98
6.3 The Company Secretary. 100
Self-Assessment Questions. 101
Section Seven Company Meetings And Resolutions. 104
7.1 Annual General. Meetings. 105
7.2 Extraordinary General Meetings. 107
7.3 Resolutions at Meetings. 108
7.4 Quorum and Voting. 110
(i) Show of hands. 110
(ii) Polls. 110
(iii) Proxies. 111
7.5 Minutes of Meetings. 111
Self-Assessment Questions. 112
Section Eight Regulatory Bodies. 114
8.1 Company Accounts. 115
8.2 Audit. 116
8.3 Investigation of the Affairs of a Company. 118
8.4 Proposed Amendments: Overseas Companies. 119
8.5 Regulation of Listed Companies. 119
(i) The SFO regime. 119
(ii) Publication of information and keeping of registers. 120
(iii) Restrictions and penalties. 120
(i) Definition of insider dealing. 121
(II) Statutory Defence. 122
(iiI) Penalties for insider dealing-. 122
Self-Assessment Questions. 123
Section Nine Company Insolvency: Non-Liquidation Schemes. 125
9.1 Non-Insolvency Remedies. 126
9.2 Alternative to Winding-up in Cases of Unfair Prejudice. 127
9.3 Arrangements, Reconstructions and Amalgamations. 130
Self-Assessment Questions. 131
Section Ten Company Insolvency: Liquidation And Winding-Up. 134
10.1 Compulsory Winding-up. 135
(i) Automatic stay of proceedings against the company. 139
(ii) Debts may be proved and ranked. 139
(iii) Employees are automatically dismissed. 139
(iv) Disclaim onerous property. 140
(v) Notification that the company is in liquidation. 140
(vi) Avoid unfair preferences. 140
(vii) Avoidance of extortionate credit transactions. 141
(viii) Avoidance of fraudulent conveyances. 141
(ix) Avoidance of charges created as floating charges. 141
(x) Offences by past and present officers before and in the course of the winding up. 141
(xi) Responsibility of directors for fraudulent trading. 141
(xii) Derivative actions cannot be brought or continued. 142
10.2 Voluntary Winding-up. 142
Self-Assessment Questions. 144
Section Eleven Sample Examination Questions. 146
Multiple Choice. 146
Short Questions. 150
Long Questions. 152
Appendix. 156
Table A. 156
Table B. 177
Table C. 178
Table D. 189
Table E. 191
Form NC1. 194
Notice Of Annual General Meeting. 211
Form Of Proxy For Use At The Annual General Meeting. 212
Voting Paper. 214
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| December 15, 2011 | Edited by Thomas Ng | Edited without comment. |
| December 15, 2011 | Edited by Thomas Ng | Added new cover |
| December 15, 2011 | Created by Thomas Ng | Added new book. |