Change of directors/change of directors of a Hong Kong company happens from time to time. According to the Companies Ordinance (Cap. 622), a private company limited by shares must appoint at least one qualified director. Directors play an important role in the operation of a company and when there is a change of shareholding or a transfer of the company, the issue of change of directors/change of directors is often involved. Therefore, in this article, we will share more detailed information on the procedure of changing directors and related points to note for business owners.
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Requirements of Directors under the Companies Ordinance
How to change director/change director?
Requirements for Directors under the Companies Ordinance
The Hong Kong Companies Ordinance stipulates that “at least one natural person must be appointed as a director of a private company limited by shares”, while public companies or guarantee companies must have at least two natural persons as directors. Generally speaking, there is no upper limit to the number of directors in a limited company, as long as the company’s articles of association are followed.
The directors play an important role in the company, not only in setting the strategy and direction of the company, but also in overseeing the operation of the company and keeping it running smoothly.
If a company has only one director, that director cannot also serve as the company secretary to ensure that the company meets the requirements of the relevant laws and regulations.
How do I change directors/change directors?
When a company needs to change its directors (change of directors), it must follow the appropriate procedures.
First, the company must convene a meeting of directors and, with the consent of the directors, submit the resolution of the meeting of directors and the personal information of the new director to the Registrar of Companies. The new director must meet the criteria of a qualified person, otherwise he/she cannot become a director of the company.
The following director information is generally required for a change of director/change of director:
Identification documents (ID card/passport) of the director;
Certificate of incorporation;
The latest business registration certificate;
The latest annual return;
Articles of Association;
Change of company documents.
The procedure for changing directors of a limited company also requires the filing of a Notice of Change of Directors (ND2A) form, which must contain the personal information of the new directors, the resolution of the board meeting and the names of all existing directors.
If new directors are added, the form must also contain the signatures of the new directors. After the form is submitted, the CR will go through the approval process and if everything is in order, the new director can officially take office.
Director Appointment Process
A Hong Kong limited company may appoint new directors/director appointments by ordinary resolution or by decision of the existing directors, provided that there are no restrictions in the articles of association. In addition, the company must file a Notice to the Registrar of Companies (ND2A) within 15 days of the appointment to ensure that the register of directors is maintained and updated.
Procedures for Resignation of Directors
In the event of the departure/resignation of a director, the company must file a Notice of Resignation (ND2A) with the Registrar of Companies in accordance with section 645(4) of the Ordinance, except where otherwise provided in the company’s articles of association or any agreement.
If a departing director is concerned that the company has not filed a notice of resignation with the Registrar of Companies, he or she must file a Notice of Resignation (ND4) with the Registrar of Companies and state whether the articles or agreement requires the director to give notice of resignation and whether the notice has been given in accordance with the requirements.
The above information is provided for reference. If you have any questions or information on tax filing (personal tax return, corporate tax return, accountant tax return), you are welcome to contact our professional advisors and we will provide you with a free quote and consultation service in the future. #change of director #director appointment #director resignation #change of director