6 Things You Need to Know About Appointing of Directors in Hong Kong

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.
The appointment of a new Director of a Hong Kong company is fairly simple.
Every limited liability company in Hong Kong must have at least 1 Director who is a human being (as opposed to a company).
The other directors (if any) may include individuals or companies.
You should keep in mind that:
Read more on third-party directors in Hong Kong
The shareholders of a Hong Kong company have the power to appoint the Directors. The shareholders also decide on the number of Directors.
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.
The main documents required for the appointment of a new director are as follows:
These documents will include various information about the newly appointed Director, including:
The process for appointing the director of an HK company is fairly simple:
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”.
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.
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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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.
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