The directors are responsible for the overall management of the company.The process for appointment and removal of director(s) is governed by the article of association (“the Articles”) and the Companies Ordinance (Cap. 622) (the “CO”).
Appointment of Directors
Age: Any person, who is 18 years old or above, can be appointed as a company director regardless of their nationality.
Minimum number of directors: As per the CO, a Hong Kong private company limited by shares must have at least 1 director who is a natural person (i.e. an individual). This is not applicable to non-Hong Kong companies registered in Hong Kong.
For public companies and companies limited by guarantee, both must have at least 2 directors.
Body corporate as a director: Yes, if the private company is not a member of a group of companies of which a listed company is a member, a body corporate can continue to act or be appointed as its director.
Sole shareholder as a director: Yes, a sole shareholder can be the director of the company. However, you must nominate a Reserve Director if the sole shareholder is the director in a company. To understand more about the process for nominating a reserve director, read “Can a private limited company have a sole shareholder who may also be the sole director?”
Procedure: A Hong Kong company can pass an ordinary resolution(s) to appoint a director. Within 15 days from the appointment/removal, you will have to notify the Companies Registry of such change with form ND2A.
While the board of directors can appoint director(s) to fill a casual vacancy(ies) until the next annual general meeting, where the director(s) must retire but can be reappointed.
Removal of director(s)
As per the Companies Ordinance, a company can remove a director by passing an ordinary resolution of shareholders in a general meeting. However, a special notice of at least 28 days must be given by the shareholder (proposing the resolution) to the company and the company must then give the shareholders at least 14 days’ notice of such resolution before the relevant meeting. The director(s) in question must be given a chance to be heard and defend himself in that meeting.
Within 15 days from the removal, you will have to notify the Companies Registry of such change with form ND2A. If the director in question is a reserve director, you have to use form ND5.
Key takeaway
- The appointment and removal of directors is governed by the Articles and the CO.
- Director can be appointed/removed by passing an ordinary resolution
- The company must deliver form ND2A to the Companies Registry within 15 days of appointment or removal of director(s).
