How to appoint a new director in Hong Kong

How to Appoint a New Director in Hong Kong

Secure the appointee’s written consent to act first. The board may approve the appointment, or if the articles reserve that power, the members may by ordinary resolution. Once approved, file Form ND2A with the Companies Registry. You must also update the statutory registers, including the directors' register and the Significant Controllers Register if the new director is a significant controller. The filing is due within 15 days of the change.

The Companies Registry charges HK$117 for paper filings or HK$108 for e-Services portal submissions. A late filing penalty of HK$100 per month applies, capped at HK$1,200.

Hong Kong Company Director Appointment

A board resolution starts the hong kong company director appointment. If the articles of association give this power to the members, an ordinary shareholders' resolution is required instead. A private company needs no minimum number of directors, but at least one must be a natural person. A body corporate cannot be a director of a private company limited by shares.

The appointee must provide their full name and any former names, residential address (not a P.O. box), date of birth, nationality, Hong Kong identity card number or passport number, and occupation.

Form ND2A Director Appointment

Use Form ND2A director appointment to notify the Companies Registry of any director change, including a new appointment. Complete it in English and have the company secretary or a director sign it. The form records the appointment date, the appointee’s full particulars, and confirmation of their consent to act.

File Form ND2A within 15 days. Processing takes four working days for paper filings and one for e-filings. Keep the signed consent to act (Form NNC3 for first directors, or a consent letter for later appointments) with the company's records. It is not filed with the Registry.

Company Secretary Hong Kong Appointment

The company secretary hong kong appointment is a separate requirement. Every Hong Kong company needs a company secretary, who must be a natural person ordinarily resident in Hong Kong or a body corporate with a registered office here. If the new director will also be secretary, file a separate Form ND2A for that role. A company with a sole director cannot have that same person as its sole company secretary.

The secretary maintains the statutory registers and ensures compliance filings are made. Appoint a secretary before or at the same time as the director. The secretary must legally sign Form ND2A.

Directors' Register Hong Kong

The directors' register hong kong must contain every director’s full name, address, date of appointment and any cessation. Keep this register at the company’s registered office or another prescribed place in Hong Kong. Members may inspect it without charge; the public may do so for HK$3 per page.

Update the register immediately upon appointment. It must also record the date a director ceases to hold office. Failure to maintain the register is an offence under the Companies Ordinance (Cap. 622), punishable by a fine up to HK$300,000.

Review the Significant Controllers Register. If the new director holds more than 25% of the company's issued shares or voting rights, or otherwise exercises significant influence or control, record them as a significant controller in that register within seven days of the appointment.