上海交通大学：《外国法专题（比较公司法）》课程教学资源（Course Materials）Company Law I_Company Law I Lecture 1：Introduction & Business Vehicles

5/8/2011 Company Law I Lecture 1: Introduction Business Vehicles Business vehicles -Discussion You want to start a new business. What will be your major commercial and/or legal concerns in setting up a business? What do you need to do before this new business is up and running and ready for trading? Can you work out a roadmap or checklist for the purpose of setting up a business? 2 1

5/8/2011 1 Company Law I Lecture 1: Introduction & Business Vehicles Business vehicles - Discussion • You want to start a new business.  What will be your major commercial and/or legal concerns in setting up a business?  What do you need to do before this new business is up and running and ready for trading?  Can you work out a roadmap or checklist for the purpose of setting up a business? 2

5/8/2011 Business vehicles -Discussion How to deal with externals? How would you contract with third parties(eg suppliers)? What kind of legal relationship will you have with people who work with you or for you? Business vehicles Discussion What business vehicle can be used to run a business? ·Possibilities: -Sole proprietorship sole trader -Partnership -Company -others 2

5/8/2011 2 Business vehicles - Discussion • How to deal with externals?  How would you contract with third parties (eg suppliers)?  What kind of legal relationship will you have with people who work with you or for you? 3 Business vehicles - Discussion • What business vehicle can be used to run a business? • Possibilities: - Sole proprietorship I sole trader - Partnership - Company - others 4

5/8/2011 Sole trader Carries on business alone in own name No limits to liability Few formalities for creation:Business Registration Ordinance (Cap 310)(applicable to all forms of business vehicles). Partnership Two or more persons running a business together as a partnership. Partners are joint owners. Partners jointly liable on contracts with outsiders. Liability of partners is unlimited. 6 3

5/8/2011 3 Sole trader • Carries on business alone in own name • No limits to liability • Few formalities for creation: Business Registration Ordinance (Cap 310) (applicable to all forms of business vehicles). 5 Partnership • Two or more persons running a business together as a partnership. • Partners are joint owners. • Partners jointly liable on contracts with outsiders. • Liability of partners is unlimited. 6

5/8/2011 Partnerships-historical development England:13th century origins,and origins from customs of Italian merchants. Common law courts and Chancery:17th and 18th centuries. Partnership Act 1890(Eng);Partnership Ordinance 1897(HK). Chinese Partnership Ordinance 1911(repealed in1971). Company Terminology in academia 。Company law 。Corporate law Corporation law 4

5/8/2011 4 Partnerships - historical development • England: 13th century origins, and origins from customs of Italian merchants. • Common law courts and Chancery: 17th and 18th centuries. • Partnership Act 1890 (Eng); Partnership Ordinance 1897 (HK). • Chinese Partnership Ordinance 1911 (repealed in 1971). 7 Company • Terminology in academia  Company law  Corporate law  Corporation law 8

5/8/2011 Company Creation of a company to run the business. Shareholders and directors. Company as a separate legal entity. Company liable on contracts with outsiders (but not the shareholders/directors). Classification of corporations Body corporate corporation e.g.,s.16(2)of the UK Companies Act 2006 ·ypes: created by common law (eg corporations sole) created by statute(eg Mass Transit Railway Corporation) created by registration pursuant to statute(eg companies) 5

5/8/2011 5 Company • Creation of a company to run the business. • Shareholders and directors. • Company as a separate legal entity. • Company liable on contracts with outsiders (but not the shareholders/directors). 9 Classification of corporations • Body corporate = corporation e.g., s. 16(2) of the UK Companies Act 2006 • Types:  created by common law (eg corporations sole)  created by statute (eg Mass Transit Railway Corporation)  created by registration pursuant to statute (eg companies) 10