Engineering Law

Topic 1-Corporate Law

WELCOME

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Background & contact details
 Charles Lam, Bachelor of Law (LLB),
Postgraduate Certificate in Law (PCLL),
Master of Law (LLM), Doctor of Legal
Science Candidate, University of Hong
Kong
 Solicitor of the High Court of Hong Kong
 Room 3433
 Emails: aclam@ust.hk

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Content
 Types of business organization
 Incorporation formalities of a company

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Types of Business
Organizations
 Unincorporated
 Incorporated
 Differences between these two
 Meaning of separate legal entity, perpetual
succession

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Factors to be considered in
forming a business
organization
 Nature of business
 Amount of capital required
 Number of members
 Relationship among the members
 Tax considerations
 Development plans of the business
 Procedure and time frame, possibly costs
involved for setting up a company
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Incorporation Preparations
1. Choose a name
2. Preparation of Memorandum & Articles
of Association

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1. Choose a name
 Check whether the name proposed is the same as one
already registered by reference to the index of the
company names
 Circumstances in which a company name will not be
registered
 Limited liability– name must end with the word
“Limited”
 License from the Registrar to dispense with the word
‘Limited’ will only be granted when 3 conditions are
satisfied
 English wording & Chinese characters together
comprise one name– publish the name in full
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2. Preparation of Memorandum
and Articles of Association
A. Memorandum of association
-- deals largely with the constitution as it affects
outsiders
-- usual clauses:
a) name of the company
b) situation of the registered office (In H.K.)
c) objects of the company
d) limited liability of the members
e) authorized share capital

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Preparation of Memorandum
and Articles of Association
B. Articles of Association
-- Articles deal with the internal structure of the
company e.g. rules governing the holding of
meetings, the appointment of directors etc.
-- Section 23, Articles is a contract:
i) between a company & each member
ii) between each member & each other member, a
contract among the members inter se (between
themselves)
BUT, they do not bind the company to third
parties
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Incorporation formalities for a
company
 Choose a company name
 Arrange for printing of the Memorandum
and Articles
 Prepare a Declaration of Compliance
 Submit materials to the Registrar of
Companies…

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Certificate of Incorporation
 Upon registration of the memorandum, the
registrar shall certify that the company is
incorporated and that the company is
limited ( in case of a limited company)
 Certificate of Incorporation shall be
conclusive evidence that all the
requirements of the Companies Ordinance
in respect of registration have been
complied with

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