Director’s Duties and the Procedure for Appointment and Removing a Director

by Cheap Incorporation Team | February 23, 2024

Each and every company in Hong Kong must have at least one director and one shareholder; the director and shareholder can be the same person. Generally speaking, a change of director usually occurs either when an existing director resigns or if there is a change of company structure. This article will dig deep into what a company director’s main duties are as well as the process of appointing and removing a director.

Duties of a Company Director

The main duties of a company director include overseeing the day-to-day operation of the company, keeping track of the company’s accounting record, acting in good faith for the benefit of the company, avoiding conflict of interest between the company and him/herself etc. According to the company law in Hong Kong, anyone above the age of 18 can be director of a company. It is required by law that a company must report to the Companies Registry whenever there is a change of director by submitting a ND2A form within 15 days of the new appointment.

Appointing and Removing a Director

If you hire a company secretary to complete the process for you, they will ask you to provide a copy of the new director’s passport as well as proof of residential address in which the information will be shown on the ND2A form. Additionally, your service provider will also prepare a written resolution for the new director to sign so that it can avoid possible legal disputes in the future. In terms of removing a director, the procedure is more or less the same as appointing a new director. However, disputes often happen among business partners and there may not be enough time to notify the Companies Registry on time. In this case, an ND4 form shall be submitted.

What Disqualifies Someone from Being a Director?

Keep in mind that not everyone is qualified to become a company director. The following is a list of restrictions on becoming a company director. 1) Ther person ceases to be a director under Company Ordinance 2) The person is prohibited to become company director by law 3) The person is bankrupted 4) The person becomes mentally incapable of performing director’s duties 5)  The person resigns from being a director 6) The person has been absent from the role of a director for more than six months without other directors’ consent 7) The company members passing an ordinary resolution to remove the director.

Updating Directors Information

It is required by law that if a company director happens to update his/her personal information such as passport renewal, change of correspondence address, or a change of name etc. The director must inform the service provider and a ND2B form shall be filled out and submitted to the Companies Registry.

We hope this article helps you to better understand the duties of a company director, how exactly to appoint/remove a company director and what disqualifies someone from being a company director. If you have any further questions or concerns, feel free to message us on WhatsApp at +852 5404 0902 or send us an inquiry at!

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