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instances. The Committee will return to this question when it
resumes discussion on the general and fiduciary duties of directors.
13. "One Man Private Companies"
13.1
In March a well-known solicitor wrote to the Standing Committee
stating that he had been informed that Canadian company law had been
amended to provide for the incorporation of a one man private company
with both a sole director and a sole shareholder. Hong Kong's Companies
Ordinance, on the other hand, requires at least two directors (Section
153(1)) and two shareholders (Section 4(1)). The solicitor submitted
that the Hong Kong requirement merely causes unnecessary expense and
administrative problems both for what are, in effect if not in legal
terms, one man companies and wholly-owned subsidiaries and that they
should be charged in the same way as the Canadian law had been.
13.2 We have written to the usual professional and business
organisations whom we usually consult, asking for their views on
this proposal and, when there have all been received, will resume
consideration of it.
14. Ultra Vires
14.1
In the section of this Report dealing with "One man private
companies" it was mentioned that the subject had been raised by a
well-known solicitor. The same solicitor, at the same time, asked
that the subject of ultra vires be considered by the Standing Committee.
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