How to remove a director in Hong Kong

How to Remove a Director in Hong Kong

Remove a director from your Hong Kong company by securing their resignation or an ordinary resolution of the members under section 462 of the Companies Ordinance (Cap. 622). Whichever route you take, notify the Companies Registry within 15 days using the correct statutory form.

The Two Routes: Resignation vs Removal

A willing director can resign by giving the company written notice. The resignation takes effect on the date specified in the notice, or on the date the company receives it if no date is given. To remove an unwilling director, pass an ordinary resolution by a simple majority of members at a meeting. Special notice of this resolution must reach the company at least 28 days before the meeting. The company must then give the director a copy of that notice and an opportunity to make written representations.

Form ND2A: Director Cessation

When a director ceases to hold office, by resignation, removal, death, or disqualification, file Form ND2A (Notice of Change of Company Secretary and Director (Appointment or Cessation)) with the Companies Registry. File it within 15 days after the date of cessation. The company secretary usually prepares and submits this form, which can be e-filed through the Companies Registry’s e-Services portal.

Form ND4: Director Resignation

For a voluntary resignation, file Form ND4 (Notice of Resignation of Company Secretary and Director) instead of Form ND2A. Form ND4 is the simpler option for a straightforward resignation and must also be filed within 15 days. The form must state the date the resignation takes effect. Keep the signed written resignation with the company’s records; it is not filed with the Registry.

Update the Directors' Register

Every company must keep a register of directors at its registered office or another prescribed place in Hong Kong. When a director leaves, update this register to reflect the change. Record the date of cessation for the former director. The company secretary should make this update promptly, as the register is a publicly searchable document at the Companies Registry.

Update the Significant Controllers Register

Every Hong Kong company must maintain a Significant Controllers Register (SCR). If the departing director is also a significant controller, generally holding more than 25% of the issued shares or voting rights, you must update the SCR to record the cessation. The company secretary or the designated representative should enter the date the person ceased to be a significant controller. The SCR is kept at the registered office and is not open to public inspection.

Role of the Company Secretary

The company secretary ensures all filings are made on time, the directors' register and SCR are updated, and the company's statutory books remain compliant. If you do not have a company secretary, engage a licensed Trust or Company Service Provider (TCSP) to handle the change.

Practical Summary

• Secure the director’s written resignation, or pass an ordinary resolution if they refuse.
• File Form ND2A (cessation) or Form ND4 (resignation) within 15 days with the Companies Registry.
• Update the directors' register and, if applicable, the Significant Controllers Register.
• Use the company secretary or a licensed TCSP to manage the process and avoid missed deadlines.