Functions of Law in Society and Business--Topic 1Corporate 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, Department of Accounting 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.
2.

Choose a name 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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