PCLL Conversion Examination January 2021


Our Interactive Seminars are held entirely remotely using Zoom online streaming.  This ensures your safety during the present public health crisis.

The Seminars take place in “real time” and you will participate fully by answering questions posed by the lecturers and by asking your own questions.  However, you will not need to attend class in person.

PCLL Conversion Examination January 2021

The IP Learning Preparatory Course for the Conversion Examination for PCLL Admission January 2021

Course Prices

Business Associations                     HK$8800

Commercial Law A                           HK$6800

Commercial Law B                           HK$6800

Commercial Law C                            HK$6800

Evidence                                             HK$8800

Hong Kong Constitutional Law      HK$8800

Hong Kong Land Law                       HK$8800

Hong Kong Legal System                 HK$8800

At IP Learning our goal is to prepare effectively for the Hong Kong Conversion Examination for PCLL Admission:




If you are not already a qualified lawyer, or you are qualified but do not yet have the necessary experience to be eligible to sit the Overseas Lawyers Qualification Examination, you will need to pass the Postgraduate Certificate in Laws (PCLL) as a necessary step to admission as a Hong Kong lawyer. To be eligible for admission to the PCLL, you must demonstrate competence in 11 Core Subjects:

  1. Contract
  2. Tort
  3. Constitutional Law
  4. Criminal Law
  5. Land Law
  6. Equity
  7. Civil Procedure
  8. Criminal Evidence
  9. Evidence
  10. Business Associations
  11. Commercial Law

Graduates who hold a Bachelor of Laws degree from universities in common law jurisdictions outside Hong Kong may demonstrate competence if the core subjects have been completed as part of their degree. This is likely to be the case with the first 6 subjects in the list, but less likely for the other 5 subjects. Exemptions may be granted for individual subjects or parts of a subject. In the absence of such exemptions, all students who are not graduates of one of the 3 Hong Kong Universities offering law degrees and/or JD degrees will have to pass the relevant subject in the Hong Kong Conversion Examination for PCLL Admission (unless they have attended as a visiting “internal” student in one of the three universities awarding LLB and /or JD degrees in Hong Kong and passed the requisite examination).

The Conversion Examination comprises 8 subjects in all, 5 Core subjects and 3 Top-Up subjects:

Core subjects Top Up subjects
Business Associations Hong Kong Constitutional Law
Civil Procedure Hong Kong Land Law
Criminal Procedure Hong Kong Legal System
Commercial Law

To find out whether you are exempt from any of these subjects please contact the Conversion Examination Board Administration: www.pcea.com.hk

IP Learning offers full courses and revision seminars for all 8 subjects.

Contact us by telephone: (852) 2858 1000; or email: enquiries@ip-learning.com



The Business Associations course commences with a comparison of three different types of business association: sole proprietorship, partnership, and the registered company. The course continues with a discussion of the nature and creation of partnerships, the legal rights and duties of partners in their relations with each other and with third parties. The section of the course on partnerships ends with a brief discussion of how partnerships are dissolved.

The major part of the course is concerned with registered companies.


  1. Origins of the registered company in Hong Kong.
  2. Types of company.
  3. How companies are incorporated and registered, with particular reference to problems relating to incorporation.
  4. The doctrines of “separate corporate personality” “lifting the veil of incorporation” and “limited liability”.
  5. The constitution of a company and the extent of the power to amend the constitution.
  6. Corporate capacity.
  7. Membership and rights of members.
  8. Management and control of the company, with particular reference to the relationship between the board of directors and the members’ general meeting.
  9. Directors duties at common law, in equity and under the Companies Ordinance
  10. Protection of minorities at common law, in equity and under the Companies Ordinance.
  11. Winding up of companies.

 Top of Page



The course will take you through all the critical stages of a civil action, highlighting the significant changes at appropriate stages of the proceedings.

1. Pre-action considerations

The programme commences with a consideration of the factors influencing a decision whether an action should be instituted and, if so, in which court. Initial steps include identifying causes of action and the parties to the litigation, limitation periods, choice of court, and legal aid. The course will also consider the implications of the new “costs only” proceedings which may be instituted where, for example, the parties to a dispute have agreed on all the issues in dispute and no other proceedings have been commenced. All these factors must be considered in the light of the Underlying Objectives of the new Rules of the High Court and District Court Rules, and of the courts’ powers of active case management.

2. Commencing proceedings

Assuming that a decision is made to go to court, we then look at the various methods of commencing proceedings in the light of the new rules, with particular reference to the validity and renewal of the writ of summons and the proper modes of service of process in and out of the jurisdiction.

3. Pleadings

The programme continues with a detailed examination of pleadings, explaining the purpose, order and general rules of pleading, and the meaning and significance of the new requirement for pleadings to be verified by a Statement of Truth. The section on pleadings concludes with a discussion of applications for further and better particulars.

4. Parties and Joinder

Parties other than the plaintiff and defendant may be interested in the subject matter of the action, or it may be appropriate for two or more matters to be dealt with in the same proceedings. The next part of the course examines rules that respond to such questions: third party proceedings, joinder of parties by the parties or by the court, joinder of causes of action, consolidation of actions or separate trials, and the interpleader procedure.

5. Termination without trial

Many cases do not go to trial. The next phase of the course examines the means by which an action may be terminated without trial including: default and summary judgment; striking out a writ or pleadings; dismissal for want of prosecution; payments into court and settlement, including the new provisions for sanctioned offers and sanctioned payments. Actions may also be terminated by withdrawal or discontinuance or by order of the court.

6. Interlocutory proceedings

The rules provide for a wide range of “interlocutory” proceedings that must or may be taken in the course of an action. Important examples of interlocutory procedures are: applications for interim payments; discovery and inspection of documents, including extraordinary forms of discovery; interrogatories; exchange of witness statements and expert reports, with a consideration of the new Code of Conduct for expert witnesses; applications for interlocutory injunctions, including Mareva injunctions and Anton Piller orders. Interlocutory applications and ex parte proceedings will be examined in the light of new provisions relating to furthering the underlying objectives of the rules, including: the case management summons; case management conference and pre-trial review; the case management timetable, and “milestone” dates; and the provisions and powers relating to setting a case down for trial.

7. Aspects of a civil trial

The trial process examines the conduct of the trial and judgment. The programme will consider the procedure followed at trial and the manner in which evidence is given.

8. Costs

This part of the course examines security for costs, what costs are recoverable, orders for costs, including wasted costs orders, and the processes by which the amount of costs is determined, including taxation and summary assessment or costs.

9. Civil Appeals

This section of the course focuses upon appeals in interlocutory proceedings, and appeals following judgment. The programme will consider both appeals to the Court of Appeal, and further appeals to the Court of Final Appeal.

10. Enforcement of judgments

The last stage of an action involves the enforcement of a judgment. The final part of the course focuses upon various means by which judgments may be enforced including: writs of fieri facias (fi.fa.), garnishee proceedings, charging orders, oral examination of a judgment debtor, prohibition orders and stop notices.



The Commercial Law syllabus for the Hong Kong Conversion Examination for PCLL Admission is divided into three parts: Unless exempted, candidates must achieve a pass in all three parts: see www.pcea.com.hk for the procedure for applying for exemptions.

Part A – Sale and Acquisition of Goods

The Part A course discusses the transfer of title to legal and equitable interests in goods, the principle nemo dat quod non habet, and the exceptions to nemo dat in the context of sales and gifts of goods. The sale of goods forms the core of the course. Topics include:

1. Duties of Sellers and Buyers, Express and Implied Terms

2. Implied Terms

3. Passing of Property

4. Applicable nemo dat exceptions

5. Remedies

Part B – Personal Property

Part B focuses upon the property side of commercial law. The course commences by identifying the meaning of personal property, and examines the different interests that can exist in personalty. Particular attention is paid to ownership, finders’ possessory interests and bailment, and the distinction between the acquisition of legal and equitable interests.

The course continues with an examination of possessory and non-possessory security interests in personal property, with particular reference to pledges, liens, mortgages (other than mortgages of land) and bills of sale.

Company securities in the form or fixed and floating equitable charges, registration requirements, retention of title and Romalpa clauses, are explained and illustrated.

The course contrasts legal, equitable and statutory assignments of pure intangibles such as debts and the process of negotiation of bills of exchange, examines priority and considers the banking and customer relationship.

Part C – Consumer Credit and Protection

Part C of the Commercial Law syllabus examines statutory and common law means of protecting consumers in consumer credit transactions and consumer contracts. Topics include:

1. The Regulatory Framework

2. Function and Power of the Consumer Council, Funds for Litigation and Group Litigation

3. Consumer credit, with particular reference to the law relating to guarantees.

4. Consumer protection legislation, including the Unconscionable Contracts Ordinance, Cap 458, the Control of Exemption Clauses Ordinance, the Supply of Services (Implied Terms) Ordinance, Cap 71 and the Money Lenders Ordinance, Cap. 163.

5. Common law protection of vulnerable consumers, including the avoidance of contracts on the grounds of misrepresentation, undue influence, or duress.

6. The doctrine of relation back and fraudulent preference.




The Criminal Procedure course examines all the stages of a criminal case from the initial exercise by the police of their powers of detention, enquiry, arrest, interrogation and bailing, through the first appearances of the arrested person in the Magistracy to their later transfer to the District Court or their committal to the Court of First Instance for trial or sentence.

The structure of the courts of Hong Kong at all levels is considered, and the roles and powers of the various appellate courts in the hierarchy of local courts are discussed.

The part played by the Secretary for Justice in the criminal justice process in accordance with the Department of Justice’s Statement of Prosecution Policy and Practice is also reviewed.

The methods of bringing an accused and witnesses before the courts and the pre-trial process, the criminal trial itself and the various issues which can arise therein, are explored.

The course concludes with an examination of the eventual disposal of the case by way of sentencing, awards of costs and the making of ancillary orders.



The Evidence course examines the important aspects of the Law of Evidence, both Civil and Criminal as set out in the PCLL Conversion Examination syllabus.

The essential terminology is considered, as are the roles, functions and responsibilities of the principal players in the trial process, the Judge and Jury, Counsel and witnesses.

Problem areas such as judicial discretionary exclusion of admissible evidence,  Competence and Compellability of witnesses, the ‘Rule Against Hearsay’, Memory Refreshing, the ‘Rule Against Narrative’, lay and expert opinion and admissions and confessions are examined in depth.

The leading cases and texts on the subject are incorporated and recent developments in this area of the law are identified and discussed in the context of the above areas.