- Who Can be appointed as the Director of your HK company?
- Who Has the Power to Appoint the Director of a HK company?
- What Documents Are Required for the Appointment of a Director In Hong Kong?
- What Is the Process for Appointing the New Director of a HK Company?
- How Long Does It Take to Appoint a New Director?
- Should I Inform My Bank About the New Director Appointment?
Directors can be individuals or companies. They must be at least 18 years old and can be of any nationality or residency.
Shareholders have the authority to appoint directors, typically through a majority vote. The board may also appoint directors to fill vacancies.
The appointment process involves preparing documents, conducting a meeting for approval, obtaining signatures, filing with the Companies Registry, and updating company records.
Appointing a new director usually takes a few days, with the Companies Registry processing filings in about 2 days.
The role of the Directors in Hong Kong is to determine the strategy and supervise the operations of the company.
The initial directors of your company are normally appointed at the time of incorporation.
However, you may sometimes need to appoint a new director for your Hong Kong company later on.
This may be the case because you want to increase the size of the board of directors, or because an existing director has resigned.
Who Can be appointed as the Director of your HK company?
According to Section 153 of the Companies Ordinance (Cap. 622), every limited liability company in Hong Kong must have at least one director who is a human being (as opposed to a company) and can be the company's sole director.
The other directors (if any) may include individuals or companies.
You should keep in mind that:
- There are no restrictions on the nationality of Directors
- The directors do not need to reside or be incorporated in Hong Kong
- A director must be of full age and capacity (minimum 18-year-old)
Who Has the Power to Appoint the Director of a HK company?
The shareholders of a Hong Kong company have the power to appoint the Directors. The shareholders also decide on the number of Directors. The appointment is decided at simple majority of the vote of shareholders.
If your company has more than one shareholder, the detailed rules for the appointment of Directors will usually be detailed in the Articles of Association and the Shareholders Agreement (if any).
The board of directors may also appoint new directors, usually to fill a vacancy.
What Documents Are Required for the Appointment of a Director In Hong Kong?
The main documents required for the appointment of a new director are as follows:
- Resolution of the shareholders or directors as applicable
- Form ND2A (see specimen)
These documents will include various information about the newly appointed Director, including:
- The date when the appointment shall become effective
- The identity of the new director
- The residential address or incorporation address of the new director
What Is the Process for Appointing the New Director of a HK Company?
Whether you want to increase the size of the board of directors or fill the vacancy created by a resigning director, the process for appointing a director of an HK company is fairly simple:
Step 1: Preparation
Review the Articles of Association (AOA)
The company's Articles of Association is a legal document outlining its internal rules. It might specify requirements for director qualification, appointment procedures, or limitations on the number of directors.
Confirm Eligibility
Ensure the chosen candidate meets the legal requirements to be a director in Hong Kong.
Gather Documents
The company secretary will typically prepare the necessary documents, which may include:
- Director's consent form
- Notice of change of directors
- Board resolution
Conduct a Meeting
Depending on the company's structure, a shareholders' meeting or a board of directors' meeting might be required to approve the appointment formally.
Step 2: Obtain Signatures
Once the appointment is approved, the new director and a company representative (usually the secretary or authorized signatory) must sign the relevant documents.
Step 3: File With the Companies Registry
The company secretary submits the signed documents to the Hong Kong Companies Registry at the company's registered office in Hong Kong. Filing can be done electronically or by mail, and there is a prescribed filing fee associated with this.
Step 4: Update Company Records
The company secretary will update the new director's details in the company's internal Register of Directors. Additionally, all documents related to the appointment are archived as part of the company's statutory records.
It is absolutely crucial to closely follow all procedures and keep all records, especially if you intend to sell your business in the future.
It is also important to provide the newly appointed director with a copy of the Companies Registry “Guide to Directors' Duties”.
How Long Does It Take to Appoint a New Director?
The appointment of a new director only takes a few days, provided that your company's past records are in order.
The filing process with the HK Companies Registry normally takes around 2 days.
Should I Inform My Bank About the New Director Appointment?
While not a legal requirement, we strongly advise you to inform your bank upon any appointment of a new director for your Hong Kong company.
This will allow your bank to proactively update your company's KYC.
Not informing your bank and waiting until it finds out by itself is a bad idea.
It may sometimes result in your account being temporarily frozen.
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FAQs
Yes, a director of a Hong Kong company can be removed from their position by the shareholders or by the board of directors.
The exact process for removal will depend on the company's Articles of Association and Shareholders Agreement (if any). It is important to follow the proper procedures and obtain legal advice prior to the removal based on Hong Kong's law.
Yes, as there are no residency requirements for directors of Hong Kong companies, a non-resident of Hong Kong can be appointed as a director.
However, there can be certain requirements, which are important to note as directors according to Hong Kong address for the service of notices and documents.
The company secretary is responsible for preparing the necessary documents for the appointment of a new director in Hong Kong.
This includes drafting the resolution of the shareholders or directors, as well as completing Form ND2A. The company secretary may also provide guidance on the legal requirements and procedures for the appointment of directors.
