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.
Who can be appointed as the Director of your HK company?
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:
- 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)
Read more on third-party directors in Hong Kong
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.
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?
The process for appointing the director of an HK company is fairly simple:
- Step 1: Preparation: Your company secretary prepares the director appointment documents
- Step 2: Signature: The documents are signed by the newly appointed Director and the company
- Step 3: Filing: The signed documents are filed with the Companies Registry in Hong Kong
- Step 4: Register of directors: The details of the new director are entered in the Company’s Register of Directors. All relevant documents are archived in your 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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1. Can a director of a Hong Kong company be removed from their position?
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.
2. Is it possible for a non-resident to be appointed as a company director in Hong Kong?
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.
3. What is the role of the company secretary in the appointment of directors in Hong Kong?
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.