What are the duties of a Hong Kong company director

Director Role in a Hong Kong Company

A director manages the company's business and affairs. Every private company limited by shares must have at least one director who is a natural person. Under the Companies Ordinance (Cap. 622), the role carries statutory and fiduciary duties. Directors set the company's strategic direction and must act in good faith for the benefit of the members as a whole.

Hong Kong Company Director Duties

The Companies Ordinance (Cap. 622) imposes statutory duties on directors. Exercise reasonable care, skill and diligence. Avoid conflicts of interest. You must ensure the company maintains proper accounting records, files its annual return on Form NAR1, and keeps a register of directors at the registered office. Do not accept benefits from third parties or use company property for personal gain without proper authorisation.

Appointing a Director Hong Kong Company

First directors are appointed on incorporation by signing Form NNC3, the consent to act as director. To appoint or cease a director subsequently, notify the Companies Registry on Form ND2A. File a change in an existing director's particulars, such as a residential address, on Form ND2B. A director may resign by lodging Form ND4. A director can also be a shareholder or the sole member.

Director Liabilities Hong Kong

Directors face personal liability for breaching their duties. Permitting the company to trade while insolvent or failing to file statutory returns can lead to disqualification or personal responsibility for company debts. Compliance with the Significant Controllers Register requirements is also mandatory. The company secretary may assist with filings, but the director remains legally accountable.

Removing a Director Hong Kong Company

Members can remove a director by ordinary resolution, regardless of any provision in the articles of association. Give special notice of the resolution. The director has a right to make representations. Notify the change on Form ND2A. A court can also remove a director with a disqualification order.

Board Meetings and Written Resolutions

Directors transact business at board meetings or by written resolution. A private company may dispense with holding an annual general meeting, but board meetings are still required for substantive decisions. Keep minutes of all board meetings in the minute book at the registered office.