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 are usually appointed at incorporation.
You may appoint new directors later to expand the board or replace a resigning director.
Who Can Be Appointed as a Director?
Hong Kong keeps the rules on who can be a director fairly open:
- A private company must have at least one natural person director (s.457(2)).
- Directors must be 18 or above (s.459).
- No residency requirement and no nationality restriction.
- Corporate directors are allowed for private companies, but not as the only director. Different rules apply to public companies and companies limited by guarantee.
Who Has the Power to Appoint the Director of an HK Company?
Shareholders usually appoint directors by ordinary resolution under the Articles of Association.
The board may fill a casual vacancy or appoint an additional director if the Articles allow.
Always check the Articles and any shareholders’ agreement for the exact appointment process, who can nominate, and any notice or approval requirements.
What Documents Are Required for the Appointment of a Director In Hong Kong?
Keep the paperwork simple and consistent. In most cases, you’ll need:
- A resolution (shareholders or board, depending on what the Articles require).
- The director’s written consent to act (kept as an internal record).
- Form ND2A for the appointment or cessation. Use Form ND2B if you’re only updating particulars (for example, a change of name or usual residential address).
- File the relevant form within 15 days of the effective date (s.645).
- A PI-ND2A sheet, where applicable, so full identification details are kept off the public register in line with Companies Registry guidance.
What Is the Process for Appointing the New Director of an HK Company?
Step 1: Preparation
Start by checking the company’s Articles of Association to see who has the power to appoint directors and whether there are any special procedures.
Make sure the proposed director is eligible: a natural person, at least 18 years old, and not disqualified.
Once that’s clear, prepare the written resolution (board or shareholders, as required) and get the director’s consent to act.
Step 2: Approve the Appointment
Hold the relevant board or shareholders’ meeting, or pass a written resolution, and formally approve the appointment.
Record the decision in the minutes.
Step 3: File With the Companies Registry
File Form ND2A with the Companies Registry via e-Registry or in hard copy within 15 days of the appointment (s.645 Companies Ordinance).
There is no filing fee for ND2A.
Step 4: Update Company Records
Update the register of directors, the minute book, and your internal records.
Keep the resolutions, consents, and filings together with the company’s statutory records (late or missing updates can trigger penalties).
For your convenience, let your bank and key partners know about the new director so their KYC records stay in sync.
Director Duties and Onboarding
Give each appointee the Companies Registry “Guide on Directors’ Duties” and ensure they understand fiduciary and statutory duties before acting.
Consequences of Non-Compliance with Director Duties in Hong Kong
No Natural-Person Director
If the company doesn’t have at least one natural-person director, the Registrar of Companies can direct the company to fix it.
If you ignore that direction, the company and its responsible officers can be prosecuted and fined, with further daily default fines until the breach is remedied.
Late ND2A / ND2B Filing
Missing the 15-day deadline to file changes of director or particulars is a criminal offence.
The company and every responsible person can face a fine of up to HK$50,000, plus a daily default fine for as long as the non-compliance continues.
Conclusion
Appointing directors in Hong Kong is straightforward if you follow the forms, deadlines, and guidance from the Companies Registry.
Keep your board composition compliant, file ND2A/ND2B within the 15-day deadline, and maintain accurate statutory records to avoid penalties.
Air Corporate can handle the end-to-end process—drafting resolutions, preparing ND2A/ND2B/PI-ND2A, e-filing with the Companies Registry, and updating your registers—so you stay compliant without the admin burden.
FAQs
Shareholders can remove a director by ordinary resolution at a general meeting with 28 days’ special notice; the director may make written representations and be heard.
The board cannot remove a director by itself (though it convenes the meeting). File the cessation on Form ND2A within 15 days.
Hong Kong has no director residency requirement; a non-resident can be appointed.
Directors provide a correspondence/service address for the register.
The company secretary usually prepares the resolutions, collects the director’s consent, and files the notice with the Companies Registry within 15 days.
By law the company is responsible for timely filing. Note: a sole director cannot also be the company secretary.
