Director Change Process in Hong Kong: A Comprehensive Guide

Change of Director in Hong Kong: What are the Requirements to Appoint a Company Director?

The Hong Kong government requires that every company have at least one director who should be a natural person. If the company has only one director, the person cannot serve as the company secretary.

The rule also allows that the director can simultaneously act as a director for several companies. In Hong Kong, a company director may be either a local citizen or a foreigner. Additional requirements for Hong Kong company directors include:

• The candidate must be at least 18 years old
• Must have a valid passport
• Can be either a citizen or foreigner
• At least one natural person with no limitation to the number of possible directors
• Can be an individual or a corporate director

Change of Director in Hong Kong: What are the Statutory Duties of Directors?

The position of a director comes with specific statutory duties and responsibilities. The key responsibilities of a director in a company include:

• To act in the best interest of the company
• The director ensures that the company complies with all the statutory laws and makes relevant fillings to the company’s registry.
• A company director carries out full accounting and maintains accurate company records.
• The director is also responsible for filling the employees’ returns and profit tax returns.
• They constantly monitor progress in terms of trying to achieve all set-out goals.
• They make strategies and set goals on behalf of the company.

Change of Director in Hong Kong: Reasons for Changing a Director in Your Company

Every Hong Kong Company must have at least one director present at the point of arranging for incorporation. The company can then change its director if needed.

A change in a company’s board of directors, such as a change of director Hong Kong, might occur voluntarily or as a result of necessity. This could be due to a death, resignation, removal, or other circumstance that necessitates the appointment of a new director.

During a change of director, all Hong Kong companies will need to ensure they act within the company incorporation laws in Hong Kong.

Change of Director in Hong Kong: Documents Required

To accomplish the company’s change of director Hong Kong, you’ll need the following documents:

• A signed director’s resolution
• A copy of information page of international passport or identity card of the new director
• Dully filled form of notice of change of directorship
• Letter of consent of new director
• Resignation letter where needed
• Death certificate of late director if applicable
• Change of director date
• The name of the new director as it appears on their passport
• The permanent address of the new person

Change of Director in Hong Kong: Resignation or Removal of Directors

There are many reasons why a company might undergo a removal or change of director Hong Kong.

If there would be removal or resignation, the company needs to ensure that there is a company director employed at any point in time as given in the adequate number provided in the company’s article of association.

A sole director cannot be removed unless an additional director is first employed. Here are the 2 main ways a director may leave your company:

1. Voluntary resignation

A director can decide to resign within the terms of their contract. The company can also ask the director to resign to avoid being sacked. When this happens and the director agrees to resign, the company’s register should be updated to reflect the changes accordingly.

2. Removal of directors

 A company can decide to remove its director through different means:

• Removal by ordinary resolution of the Board: The Company’s shareholders can pass a resolution to remove a company director in Hong Kong. In as much as the company does not violate any legislative rule or contractual agreement. 
• Removal by Court order: A company director can also be ruled to leave by court order.
• Removal by disqualification: If a director doesn’t meet the legal requirement of being a director in Hong Kong, he or she can be removed from their position. A director can be disqualified if they do not meet any of the compliance requirements.

Change of Director in Hong Kong: Directors Resolution

A resolution is prepared after a company has agreed to remove a director and replace them with another. The directors’ resolution file will contain the details of both the former and the new company directors.

This is a file made by the company to represent the confirmation of a change of directorship. The resolution will be signed by all directors of the company.

Change of Director in Hong Kong: How We Can Help?

At Premia TNC, we are committed to providing you with the finest company incorporation services. We can handle all of your company registrations and documentation, to ensure that your change of director Hong Kong goes well within the shortest possible time.

We will use our vast experience to handle your change of director processes and other company structural process in Hong Kong. To learn more about the procedure, please contact us.