How to appoint or remove directors in a Hong Kong company

Appoint Remove Director Hong Kong Company: Which Forms to File

The Companies Ordinance (Cap. 622) governs every procedure to appoint remove director Hong Kong company. Appointment, change of particulars, and resignation each require a different statutory form. A board resolution suffices for an appointment unless the company’s articles of association require a member vote. The company must update its register of directors within the statutory timeframe.

Hong Kong Company Director Change Form: Form ND2A

Appoint a new director by filing Form ND2A (Notice of Appointment of Director) within 15 days of the appointment. The form requires the director’s full name, residential address (or correspondence address if consent is given), nationality, identity document number, and the appointment date.

Before filing, obtain the director’s signed consent to act. The Companies Registry will reject Form ND2A without it. Keep this consent with the company’s records. A board resolution must authorise the appointment before submission. If the articles demand a member vote, a special or ordinary resolution of the shareholders is required instead.

Form ND2A Hong Kong Director Appointment: Filing Steps

1. Pass a board resolution appointing the director, or a member resolution if the articles require it.
2. Obtain the new director’s signed consent to act.
3. Complete Form ND2A with the director’s particulars, including the appointment date.
4. File the form with the Companies Registry within 15 days of the appointment.
5. Update the company’s register of directors immediately.

The filing fee for Form ND2A is HK$15 for paper filing or HK$0 for electronic filing through the eCRIS system. The Companies Registry issues a filing confirmation once processed. Record the director’s details in the register of directors, kept at the company’s registered office or a specified location.

Resignation of Director Hong Kong Form ND4

File Form ND4 (Notice of Resignation of Director) within 15 days of the resignation taking effect. The form requires the director’s name, the resignation date, and confirmation that the resignation is effective. Attach a copy of the director’s resignation letter or the board resolution accepting the resignation. Record the cessation in the register of directors.

If the resignation leaves the company with no directors, appoint a replacement before filing Form ND4. A Hong Kong company must always have at least one individual director.

Change Director Particulars Hong Kong: Form ND2B

A director moves. Their name changes. Their nationality changes. For any of these changes, file Form ND2B (Notice of Change of Particulars of Director) within 15 days. This form covers changes that do not involve appointment or resignation.

The form requires the director’s name, the changed particulars, and the date of the change. Update the register of directors to reflect the new information. Form ND2B is distinct from Form ND2A and Form ND4. Using the wrong form will result in rejection by the Companies Registry.

Board Resolution and Member Resolution Requirements

The internal procedure for appointing or removing a director depends on the company’s articles of association. Most Hong Kong companies adopt the model articles in the Companies Ordinance (Cap. 622), which allow a board resolution to appoint a director. The articles may require a member vote for certain changes, such as removing a director before their term expires.

If a member resolution is needed, pass it as an ordinary resolution (simple majority) or a special resolution (75% majority) as dictated by the articles. File a copy of the special resolution with the Companies Registry within 15 days if it amends the articles. For a standard appointment or removal, a board resolution is sufficient. No resolution filing is required.

Updating the Register of Directors

Every Hong Kong company must maintain a register of directors at its registered office or a specified location. The register must contain the full name, residential address (or correspondence address), nationality, identity document number, and date of appointment for each director.

Update the register within 15 days of any appointment, resignation, or change of particulars. The register must be available for inspection by members and the Companies Registry. Failure to maintain an accurate register is an offence under section 662 of the Companies Ordinance.

Consent to Act and Director Resignation Letter

Before filing Form ND2A, obtain a signed consent to act from the new director. This document confirms the director accepts the appointment and agrees to comply with the Companies Ordinance. Keep the consent at the company’s registered office and produce it to the Companies Registry on request.

For a resignation, the director must provide a resignation letter to the company. The letter should state the effective date of resignation and may include reasons. File Form ND4 with a copy of the resignation letter. If the director resigns due to a dispute, ensure the resignation is properly documented to avoid later claims.

Companies Registry Filing Deadlines and Fees

Submit all filings for director changes to the Companies Registry within 15 days of the event. Late filing attracts a penalty of HK$120 per form, with additional penalties for continued non-compliance.

The current fees are: - Form ND2A: HK$15 (paper) or HK$0 (electronic) - Form ND2B: HK$15 (paper) or HK$0 (electronic) - Form ND4: HK$15 (paper) or HK$0 (electronic)

Electronic filing through the eCRIS system is faster and cheaper. The Companies Registry website (cr.gov.hk) provides online forms and guidance notes.

Common Mistakes and Compliance Tips

Common errors include using Form ND2B instead of Form ND2A for a new appointment, filing Form ND4 without the director’s resignation letter, and failing to update the register of directors within 15 days. Two further mistakes recur: not obtaining a consent to act before filing Form ND2A, and filing after the 15-day deadline.

Maintain a compliance calendar. File promptly. The company secretary is typically responsible for ensuring timely filings. If the company has no company secretary, the directors are jointly liable for compliance.

Summary of Forms for Director Changes

The Companies Registry will reject incomplete forms. Check the guidance notes for the relevant form before filing. For further assistance, consult a Hong Kong company secretary or corporate services provider.