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Appointment and Resignation of Directors

After you register a company in Hong Kong, a company can always appoint new directors. This usually happens when one of the existing directors resigns or if the company wants to increase the size of the board. The company shall notify the Hong Kong Company Registry within the prescribed time. If the company is late in informing the Government departments, the company will face a level 4 penalty. In the case of a continuing offence, the company can even face a further fine of $700 for each day. If you require assistance to appoint a new director, you can contact our Hong Kong company maintenance team at info@getstarted.hk.

How to appoint a new director?

The Company shall observe the rules in its articles of association. For example, if your company has adopted the model articles of association, both members and directors have power to appoint new directors to the board. The appointment does not come into effect until that nominated person consents to the appointment and the appointment must be permitted by law to do so.

As per section 645(1) of the Companies Ordinance, if a person is appointed as a new director, the company must notify the Companies Registrar. It must also deliver the Form ND2A within 15 days. The notification shall include information of the newly appointed director. In general, it includes passport number, Hong Kong Identification Number, and residential address. The director shall also make a declaration of acceptance and he must be above the age of 18 year old.

How to remove a director?

In general, a person is ceased to be a director if the one of the following events happens.

  1. The person ceases to be a director under Company Ordinance.
  2. The person is prohibited by law from being a company director.
  3. A bankruptcy order is made against the person.
  4. The person becomes mentally incapable of acting a director.
  5. The person resigns from the role by giving a formal notice by virtue of section 464 of the Companies Ordinance.
  6. The person has been absent from the director’s meeting for more than six months without the consent of other directors.
  7. The members pass an ordinary resolution to remove the director.

The company must notify the Hong Kong Company Register within 15 days.  Sometimes there might be disputes among business partners. If the resigning director is not sure whether the company will notify the Hong Kong Company Registry on time, he or she shall submit the resignation form ND4 directly. Resigning director shall take note of the Company’s Articles of Association as it may indicate the preferred way in submitting the resignation documents. If your company does not comply with the requirements, every responsible officer of the company can be liable to a level 4 fine.

How to update director’s information?

If the director changes his new passport or move to a new residential address, the company shall notify the Hong Kong Company Register according to section 645(4). Not only is this a legal requirement, updating information regularly can benefit the company’s operation. Banks in Hong Kong (e.g. HSBC and OCBC) will usually ask overseas customers for copy of their passport and residential address proof every one or two years as a regular checking. Hence, documents at the Hong Kong Company Registry shall always be updated  so you can submit documents to your bank when required.

More questions? Contact our professional company maintenance today at info@getstarted.hk