Syllabus for Business Associations
1. Outline and comparison of different types of business associations
” sole proprietorship
” partnership
” registered company
2. Partnerships
” nature of partnerships – their legal status, powers and characteristics
” creation of partnerships
” rights and duties of the partners inter se – rights and obligations arising in contract; fiduciary duties of partners
” rights and duties of the partners vis-a-vis third parties – liabilities of partners to third parties in contract and tort; authority of partners to bind the partnership in transactions with third parties
” introduction to dissolution
3. Development of companies
” the historical and economic background to the development of the registered company in Hong Kong
4. Formation of a company
” incorporation and registration
” problems relating to incorporation
” types of companies
5. Nature of a company
” separate corporate personality
” limited liability doctrine – liability of members limited by shares or limited by guarantee
” doctrines of piercing or lifting the corporate veil
6. Corporate constitution: memorandum and articles of association
” contractual effect of the memorandum and articles
” enforcement of the memorandum and articles
” ability of companies to alter the memorandum and articles, and restrictions under the general law and the Companies Ordinance
” corporate capacity
7. Membership
” subscribers to the memorandum
” registration of members
” membership in companies with share capital: issues and transfers of shares
” rights of members
8. Management and control
” the board of directors
” the members’ general meeting
” powers conferred by the Companies Ordinance
” powers conferred by the articles of association
” authority of directors to bind the company vis-a-vis third parties
” scope of control of the board by the members in general meeting
9. Duties of directors
” directors as fiduciaries
” acting bona fide in the interests of the company
” exercising powers for proper purposes
” avoiding conflicts of interest – conflict rule, profit rule, misappropriation rule
” acting with due care, skill and diligence – duties in equity and under the common law
” requirements of the Companies Ordinance
10. Protection of minorities
” proper plaintiff and irregularity principles – rule in Foss v Harbottle
” derivative actions on behalf of the company – fraud on the company exception to the proper plaintiff principle; the statutory derivative action
” members’ personal rights of action under the general law; equitable restrictions on the powers of the majority in general meeting
” statutory remedy in relation to unfairly prejudicial conduct
” winding up on the just and equitable grounds
” protection of class rights under the company?s constitution and under the Companies Ordinance
” statutory injunctions
11. Winding up
” Types of winding up: compulsory winding up by the court and members’ or creditors’ voluntary winding up
” Insolvency and other grounds for winding up
” Effect of a winding up order
” Process of winding up
” Functions and powers of the liquidator
” Assets available for distribution; re-opening of antecedent transactions
” Distributions and priorities
” Dissolution
business associations, pcll conversion exams, syllabus
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