Charter 3 officer of the company

Hong Kong company Law (notes)

Officer of the company director Appointment Qualification Duties at company Law Duties by company, ordinance Disqualification By Law unit , by company ordinance Removal Manage and run the operation Member = shareholder Form the company =founder member - duty to appoint the first director stay until resign or retired or rename Articles of assocan Rule book of company Private company No rotation No age limited Public company Rotation Age Limited up to 70/75

Table a company ordinance Public company =2 Private company =1

Director of shadow director s.2 as a person in accordance with whose whishes or instruction the director of the company are accustomed to act Reason for shadow director Disqualifed privancy Cosual varancy meeting of director once a month =12

Minimum number of meeting to attend Principal company agent director = the principle of agency Benefit company trustee = the law of equity being fair A is director of ABC ltd is frieight houling company As brother is law run a trusk repair business. ABC is looking for a company Skill and care 1) qualifaction pty valuer school teacher 2) what prudent would so= get an opinion or ask question Review contract to buy building for 100m Executive Non excutive Semor management of 10m Not invowed in operation Subjective independent can rely X actual $2500 if more board approved, issouct of 3000 without board approve If director des something within the company power -is it within the director authority If not within the object of company then company bound Company object = buy a building. Sale director authrised to sign the contract therefore company is bound by contract Article say only the managing director can sign the contract Turquand Royal brish turquand Bank You can assume the director have aurthery to do what they do unless you know otherwised Fit to be director = unit Director company secretary Individual company

Non hongkong company Run bud in hk

Registered in hk Actual authority What does rule of company allow secretary to do appartent authority what do you think the company secretary can do obsetensible Court say non extcutue on exeutive for operational issue If now operational non executure must be independent Rule in foss habbottre If a director does something wong Question Who can sue the director company or member What is issue form company A is the director and major shareholder B is a major shareholder Tort =civil action Crime= criminal =breached an ordnance CRIM Director is not of employee of company Fine of imprisonment Profit = pay out dividual =capitalized the profit = no dividual to payout

Auditor All company audit director Appointment to the member Rule - true and fair view Audit committee Removal Resignation Member approve the appointment What is true and fair Audit must be independent use reasonable skill and care ( company that has technical how = intellectual proderm= value must make no misleading statement Resignation = Rotation of auditor 1) auditor 3 years 2) resign appoint new auditor