CPD/RME Elective
Course:
Execution of Company
Documents Under
the Companies Ordinance
(Cap. 622) and Proof
of Due Execution for Use
in Hong Kong & Overseas

Mr. Samuel Li is the Sole Proprietor of Samuel Li & Co., Solicitors & Notaries.  He qualified as a solicitor in Hong Kong in 1983.  He passed the Notarial Examination in 1995 and was admitted as a Hong Kong Notary Public.

Samuel now focuses on notarial practices.  In the preceding 20+ years as a Hong Kong Notary Public, he has an excellent track record in providing notarial services to clients including overseas government, and world's leading brand companies.  More than 70 countries and regions on world's 5 continents have accepted Samuel's notarised documents.

Samuel has presented 40 seminars to professionals to demonstrate notarial practice, with total audience exceeding 3,485.

Samuel is the author of the soon released notarial book named "Notarial Services in Hong Kong: General Principles, Values and Practice".

Samuel has received 14 Pro Bono Legal Services Awards & Professional Volunteer Service Awards respectively from the Home Affairs Bureau of the HKSAR, The Law Society of Hong Kong and Hong Kong Council of Volunteering in recognition of his promoting legal knowledge and professional volunteering services to the public.  In 2014, Samuel was nominated by the Hong Kong Law Society to participate in the Second Leadership Bauhinia Volunteer Award competition organized by the Agency for Volunteer Service.

The objective of this course is to minimise the risk to engage in litigation due to non-compliance of execution formalities of company documents.

Case law highlights the risks of protracted litigation if documents are not properly executed.

Mummery L.J. in the case of Williams v Redcard Ltd. [2011] 4 All ER 444 rightly pointed out:
"Expensive and long drawn-out litigation about the execution of a document by a company can be avoided by taking more care over compliance with the formalities at the time of execution…"

Legal practitioners should therefore know the law relating to the execution of company documents and deeds in detail when they deal with the execution of company documents of clients, in commercial transactions or conveyancing cases, so as to minimise such risk.

In this seminar, the speaker provides an insight into the legal and practical aspects of execution, and illustrates with many well selected court cases in which execution of company documents were challenged that the documents were invalid or as a result thereof, the titles of properties are defective.

This course also includes the proof of due execution of company documents for use in Hong Kong and overseas so that transactional documents or otherwise will be accepted and there will be more certainty of transactions in order to avoid litigation in future.

The speaker will share real life examples from his experience.

• Company Contracting and Company Chops
1. T S Office System Ltd v Wing Kee Produce Ltd [2015] 1 HKLRD 479
2. Zhang Kan v SPH (Hong Kong) International Trading Co Ltd [2022] 3 HKLRD 813
• Company Seals and Constitution
• Model Articles for Public & Private Companies
• Tables C & A
• Deeming provision
• Common sealing provisions
• Execution of Company Documents
1. Williams v Redcard Ltd [2011] 4 All ER 444
2. Lovett and another v Carson Country Homes Ltd [2009] EWHC 1143 (Ch), [2009] 2 BCLC 196
3. Good Lion Ltd v Chung Sai Wing [2009] 2 HKLRD 25
4. On Hong Trading Co., Ltd v Bank of Communications, HCMP3099/1999
5. Knight Frank v Paley Properties [2014] SASCFC103
6. Peking Fur Store Limited v Bank of Communications [1993] HKC 625
7. Grand Trade Development Ltd v Bonance Int'l Ltd [2001] 3 HKC 137 (CA)
8. Re Armstrong Brands Ltd (in administration) [2015] EWHC 3303 (Ch); [2015] EWHC 3303 (Ch)
• Distinction between Deeds and Instruments under Hand
1. Cap. 219 s.4
2. Cap. 219 s.19
• Authentication of Due Execution of Company Documents
1. Verification Process
2. Certification Process
3. Statute Law (Miscellaneous Provisions) Ordinance 2015 Part 5
4. Hague Convention 1961
• Speaker’s Own Experience Sharing
• Questions & Answers