As a director, shareholder, or senior executive of a company, it is important to understand the Articles of Association. What are the duties, responsibilities, and powers of directors and shareholders under the company law?
- What are the advantages and disadvantages of being the director and the shareholder?
- If your business card title is "Marketing Director", what are your legal responsibilities?
- When the company is to be wound up or de-registered, what are the legal responsibilities of the shareholders and directors?
- If there is a shareholder dispute, is it necessary to take it to court?
- After a foreign company is re-domiciled to Hong Kong, do the former directors and shareholders follow the laws of the original jurisdiction or Hong Kong company law?
Workshop Outline:
Section 1 — Director
1. What is the difference between a Personal Director and a Corporate Director?
2. What happens when the directors' liabilities are unlimited?
3. What is the "good faith" responsibility?
4. Is the power of the director unlimited?
5. How to handle Conflict of Interest
6. How to handle the termination of Directors’ appointment
7. Director duties under Deregistration or Winding up
Section 2 — Shareholder
1. How can the minority shareholders control the company?
2. How to protect minority shareholders? Can the majority shareholder fully control the company?
3. Who is the “significant controller”? Who is responsible for keeping the “significant controller” record?
4. The importance of the Articles of Association to shareholders
5. The role of the EGM and when you need to hold it.
Learning Outcomes:
- Understand the Articles of Association and the Code of Conduct
- Understand the legal responsibilities and powers of directors and shareholders
- Avoid and reduce the occurrence of equity disputes
Who Should Attend:
Business proprietors, partners, directors, shareholders, general managers, managers and executive officers concerned with Hong Kong company law
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