Elaborate the Extend to Which the S.23 Contract Binds the Company, Its Members and Its Officers

1886 WordsNov 7, 20108 Pages
Introduction: “This report is to elaborate the Company Ordinance - Cap 32 s23. contract binds the company, its members and its officers by looking at the difference cases. Background – By signing names to the memorandum of association or articles of association, members are permitted following the registration requirements of the Companies Ordinance to form an incorporate company (s4). Founder members are formally considered to become the company members on their day of registration in Section 28. Anyone who buys or owns the shares in the company, either from a current member or from the company, would become a member of the company effective when both parties signed the contract; in addition, his name will be entered in…show more content…
‘The debenture bonds proposed to be issued are not payment in case by mere agreements or promises to pay.’ The injunction was accordingly granted. The company can also enforce the s23 contract vs, against, a member. In Hickman v Kent or Romney Marsh Sheep Breeders Association (1915) UK, the association’s articles states that the disputes between the association and its members should be referred to arbitration. Hickman, a member of the company, complain of irregularities in the affairs of the association to the court. The association applied for a stay of the proceedings, such as to stop them, on the grounds that the articles states for arbitration in the event of any such dispute. It was held that the provision for arbitration was enforceable between the association and its members, and the association was granted the stay of proceedings. In Ng Kin, Kenneth v The HK Football Association LTD (1994), HKFA dismissed a referee, N. N complained that the decision made by HKFA was in violation and breach of the terms in the articles. The articles states HKFA’s council would make all final decision on all differences and questions and it also stated that membership constituted an agreement to do so which was enforceable as an agreement under the Arbitration Ordinance. Such an ordinance requires that an arbitration agreement be in writing form and be either signed by the both parties, or in a form which provides a record of the agreement, such

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