香港公司法留学生作业范文：Tom Sanders电脑店债务责任分析

这篇文章是一篇典型的 香港公司法留学生作业，主要分析 Tom Sanders 在香港湾仔电脑中心经营电脑店后，店铺败诉并需要赔偿 HK$1,200,000 时，Tom 本人是否需要承担个人责任。这个题目看起来不长，但其实考的是公司法里非常核心的几个问题：Certificate of Incorporation、Companies Ordinance Cap. 622、private company、limited liability、separate legal personality 以及 case law 中的 Salomon principle。

对于学习香港公司法、商法、Business Law、Company Law 的同学来说，这类题目经常会出现在 英文论文代写、代写法律paper、代写essay、Assignment代写、留学生作业代写 等课程作业中。很多学生写这类题时容易犯一个错误：看到“小店”“个人经营”，就直接判断为 sole proprietorship。但法律作业不能只看表面，还要看有没有 incorporated、有没有 Certificate of Incorporation、责任主体到底是公司还是个人。

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Company Law assignment: Tom Sanders’ Liability under Hong Kong Company Law

Tom Sanders (“Tom”) owns a computer shop in Wanchai Computer Centre in Hong Kong. His shop has a Certificate of Incorporation. Tom’s shop was a defendant in a civil case. The final result of this case was that judgment was entered against Tom’s shop, and the shop had to pay damages of HK$1,200,000 to the plaintiff. All the assets of Tom were about HK$655,000, which was much less than the amount of compensation.

To solve Tom’s problem, we must first know the real type of Tom’s business. Tom’s computer shop was incorporated in Hong Kong, and it is a small business. There are several common business types in Hong Kong. Among them, sole proprietorship and private company are usually more suitable for small-scale business.

From the facts of the case, we notice that the shop has a “Certificate of Incorporation”. This point is important. A Certificate of Incorporation normally means that the business has been incorporated as a company rather than merely registered as a sole proprietorship. Under the Hong Kong company registration process, an applicant for incorporation has to deliver the incorporation form, the company’s articles of association and the notice to the Business Registration Office. If the application is approved, the Companies Registry will issue the Certificate of Incorporation and the Business Registration Certificate. Therefore, even though the computer shop is usually run by Tom himself, its legal nature is more likely to be a private company rather than a sole proprietorship.

A private company in Hong Kong is defined under section 11 of the Companies Ordinance (Cap. 622). A private company is commonly used for small business because the members and managers of the company are often the same people. In a private company, the right to transfer shares is restricted, and the company is not allowed to invite the public to subscribe for its shares or debentures.

The biggest difference between a sole proprietorship and a private company is liability. A sole proprietorship cannot protect the personal assets of the business owner. The owner and the business are treated as the same legal person. However, in the case of a company limited by shares, the members of the company usually enjoy limited liability. For a company limited by shares, the liability of members is limited to the amount unpaid on the shares held by them. In contrast, a company limited by guarantee is usually used by charities or non-profit-making organizations, and the liability of its members is limited to the amount they agree to contribute when the company is wound up.

Back to our case, the computer shop run by Tom is not a charity or non-profit organization. Therefore, the shop is more likely to be either a company limited by shares or an unlimited company. These two possibilities will lead to very different results.

In the former situation, if the computer shop is a company limited by shares, the shop itself is liable for its own debts. Tom enjoys limited liability as a member or shareholder. This conclusion is supported by the principle of separate legal personality established in Salomon v A Salomon & Co Ltd [1897] AC 22. According to this principle, once a company is properly incorporated, it becomes a separate legal person from its members. The company can own property, enter into contracts, sue and be sued in its own name.

Therefore, if Tom’s computer shop is a private company limited by shares, the HK$1,200,000 judgment debt is the debt of the company, not automatically Tom’s personal debt. If all the assets of the computer shop cannot clear off the debts, the possible outcome is that the company may face winding up or liquidation. Tom’s personal savings and home can normally be protected, even though the lawsuit was filed against his shop.

This does not mean that Tom will always be protected in every situation. Limited liability is not absolute. If Tom has given a personal guarantee, committed fraud, used the company as a sham, or mixed company assets with personal assets, the court may consider lifting the corporate veil. However, based on the facts given in this case, there is no clear evidence showing fraud or abuse of the company structure. Therefore, the normal rule of separate legal personality should apply.

In the latter situation, if Tom’s shop is an unlimited company or if it is actually a sole proprietorship rather than an incorporated company, Tom and the computer shop may be regarded as the same for liability purposes. Tom would then be fully liable for all the debts and liabilities of the computer shop. That is to say, Tom would be personally liable for the risks, debts and legal liabilities of the business.

As stated in the case, Tom has to deal with the HK$1,200,000 debt, while all his personal assets are only about HK$655,000. If Tom is personally liable, his personal assets may be involved in legal enforcement. Since Tom’s assets cannot fully clear off the debt, there are two possible outcomes. First, Tom may need to borrow money or negotiate with the plaintiff for a settlement or instalment payment. Second, if Tom is unable to pay the debt, he may have to consider personal bankruptcy.

In conclusion, Tom’s liability depends on the real legal status of his computer shop. Since the shop has a Certificate of Incorporation, it is more likely to be an incorporated company rather than a sole proprietorship. If the shop is a private company limited by shares, Tom is generally not personally liable for the HK$1,200,000 judgment debt beyond any unpaid amount on his shares. The plaintiff should enforce the judgment against the company’s assets, and the company may face winding up if it cannot pay. However, if the shop is an unlimited company or a sole proprietorship, Tom may be personally liable for the whole debt and may face personal bankruptcy if he cannot satisfy the judgment.

This company law assignment shows why students should not simply translate the facts when writing a legal essay. A good legal paper must identify the legal issue, apply the correct ordinance, use relevant case law, and then reach a reasoned conclusion. For students who need help with 代写法律paper、香港论文代写、英文论文代写、留学生作业代写、Company Law Assignment写作辅导，ukthesis can provide support in legal structure, case law analysis, citation checking and academic English polishing.

References

Companies Ordinance (Cap. 622), Hong Kong.

Business Registration Ordinance (Cap. 310), Hong Kong.

Salomon v A Salomon & Co Ltd [1897] AC 22.

Lee v Lee’s Air Farming Ltd [1961] AC 12.

Companies Registry, Hong Kong, “How to register a new company?”