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Hong Kong Company Director Requirements

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HK Company Directors

When acting as a Company Director, the person has responsibilities and liabilities to the Hong Kong company.

What are the requirements to be a Hong Kong company director?

  • The person must be 18 years old or above.
  • The person may be a local Hong Kong citizen, or a foreigner (who does not have permanent residency in HK).

Topics in this article (Hong Kong Company Director Requirements) include:

Appoint Hong Kong Company Directors

To appoint a company director for your HK company, inform the Hong Kong Companies Registry by providing the following documents and/or information.

  • Director’s full name
  • Passport information, if the director is a foreign person, (or Hong Kong ID card, if the director is a HK local citizen)
  • Residential address (This can be either a HK local address, or a overseas address)

Often it a smaller company, the shareholder may act as a director. In this case, we assume the company does not only have a sole director or shareholder.

There are requirements to the company that has appointed a new director. The company appointing a new company director is required to:

  • Inform the Companies Registry within 15 days after the date of appointment of the director.
  • Get the ordinary resolution of the board of the company and/or other existing directors (if any).

Principles of a Director's Duties (Requirements)

  • Principle 1: Duty to act in good faith for the benefit of the company as a whole
  • Principle 2: Duty to use powers for a proper purpose for the benefit of members as a whole
  • Principle 3: Duty not to delegate powers except with proper authorisation and duty to exercise independent judgement
  • Principle 4: Duty to exercise care, skill and diligence
  • Principle 5: Duty to avoid conflicts between personal interests and interests of the company
  • Principle 6: Duty not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law
  • Principle 7: Duty not to gain advantage from use of position as a director
  • Principle 8: Duty not to make unauthorised use of company’s property or information
  • Principle 9: Duty not to accept personal benefit from third parties conferred because of position as a director
  • Principle 10: Duty to observe the company’s memorandum and articles of association and resolutions
  • Principle 11: Duty to keep proper books of account

Resign the Role of Company Director

A company director can resign the role from the company by submitting a resignation to the board of the company.

For the company director resignation, the company must inform the Companies Registry by filling in the ND4 form.

The common reasons for a director to resign from his/her position/role include:

  • An ongoing dispute between directors and the company that cannot be resolved.
  • The company runs out of the fund.
  • The company faces an ethical issue (when conducting business in HK), and the director believes the ethical issue (that is accepted by the board) is unacceptable.

Remove a Company Director

A Hong Kong company can remove a director from the board by an ordinary resolution.

A company director basically can often exercise all powers of the company on company business and affairs, according to the Hong Kong Companies Ordinance and Articles of Association.

But when the director fails to comply with his duties due to serious misconduct, being liable to civil or criminal prosecution, bankruptcy, or physically/mentally incapability to continue his/her duties, he/she may be subject to disqualification from the company.

A person may be asked to cease acting as a company director immediately.

The company must inform the Companies Registry within 15 days after the removal of a company director.

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