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Company Law, Company Law - Coggle Diagram

- - - - Limited Partnership
      - Partnerships
      - Limited Liabiilty Partnership (not in HK)
    - - Contractual
      - Partnership
      - Equity
  - - - Test: Intention of the persons involved
      - Factors: joint tenancy of property, sharing of revenue/profit
  - - - Cox v Hickman
      - Khan v Miah 2000
      - Chan Sau-kut v Grey
      - Keith Spicer v Mansell
      - PO s.3, s.4
    - - PO s.22
      - Miles v Clarke
      - Law Chou Shing v Chow 1994
    - - PO s. 24, s.31(1), s.32
      - Kao Lee Yip v Koo
    - - PO s.7, s.11
      - Mercantile Credit Co v Garrod
    - - PO s.34-37
  - - - express agreement or reasonable inference
- - - - e.g. contractual (Lee v Lee's)
      - can own property as a separate legal person (CO115(2)(b))
        
        members have no direct legal/equitable interest in the properties (Macaura)
    - - contractual
      - criminal (fine imposed crime only)
      - tortious
  - - - UK new evasion principle: evade existing legal obligations (Prest, which cited Gilford and Jones v Lipman)
    - - evasion principle (Liu Hon Ying, Lee Sow Keng) accepted, as an example of mere facade test
    - - fraud and other illegalities (Re Darby; Ex Parte Brougham, can be analysed under Prest)
      - agency (not a real ground for piercing the corporate veil) (Salomon; Smith Stone v Birmingham; Yui Tai Plywood
      - coporate groups (parent-subsidiary), not applied in HK (Adam v Capel; Perfeckta Enterprises Ltd 2019)
- - - - company name (CO81)
      - limited/unlimited liability status of members (CO83)
      - liability limited to unpaid share capital (CO84(1)) or guarantee amount (CO84(2))
      - initial share capital detials (CO85(1), Sch 2, CO8)
    - - regulations on company's internal administration (CO75), if not included, then model articles apply
    - - apply by default, unless excluded/modified by registered AA (CO80)
        
        directors' powers, board meetings, appointment
        
        members' power, general meetings
        
        share certificates, transfer, distribution (dividends), alteration
      - for post-2014 companies - see Companies Model Articles Notice Cap 622H
      - for pre-2014 companies - see CO Cap 32 Sch 1 Table A (version as of the incorporation time)
    - - optional for most companies, except for limited companies without "limited" word in name (CO82)
      - ultra vires
        
        forbid acts outside scope of AA Ashbury Railway v Riche 1875
        
        natural person capacity (CO115)
        
        objects clause applied, members can sue subject to pvoviso (CO116)
        
        abolished in 1997 for mere ground of objects clause
        
        for company to rescind, TP needs actual notice (CO116(5))
    - - contractual effect, enforceable
        
        not all clause enforceable between company and members (Ng Kin Kenneth v HK Football 1994)
      - company against member
        
        Hickman 1915
      - member against company
        
        Wood v Odessa 1889
        
        Eley 1876; Hickman 1915
        
        members are only bound in capacity as members
      - member against member
        
        Rayfield v Hands
      - directors
        
        cannot enforce AA (Beattie v E&F Beattie*)
        
        unless they are members and can sue as a member (Rayfield)
      - limitation: irregularity principle
        
        McDougall v Gardiner
      - Remedies
        
        against company: usually declaration/injunction, no damages/rectification
    - - special resolution (CO 87-89)
      - unanimous consent (Ho Tung v Man On)
        
        must be all agreed and lawful (Cane v Jones), can be inferred
      - statutory limitations
        
        complied with CO
        
        no alterations to increase members' liability
        
        procedures for class rights alteration (CO Pt 4 Div 7, CO184-192)
        
        members can have unfair prejudice remedy (CO724-725)
      - common law limitations
        
        company's interst: whether bona fide for benefit of company as a whole (Allen v Gold Reefs)
        
        SH's interests: whether the majority's power to alter was exercises oppressively or fraudulently (Re Charterhouse Capital; Peters' American Delicacy)
        
        SH's pre-emptive right: whether to discriminate between majority and minority SHs to deprive minority's right (Greenhalgh v Ardene Cinemas)
        
        Compulsory expropriation of shares: likely to stike down (Brown v British; Dafen v Llanelly)
        
        UK: Allen test
        
        AU: Gambotto test