Company Directors

Every private company incorporated in Hong Kong must appoint at least one director to carry out the day to day management and control of the business.

Appointment of directors

When you open a company in Hong Kong, at least one natural person must be appointed as a director. Furthermore, private companies may appoint a body corporate as a director. However, it only applies if the company is not a member of a group of companies. The person appointed as a director must be of full age and capacity.

Duties of directors

The director must always:

• Act in good faith in the best interest of the company
• Use the power for the proper purpose for the best interest of the members
• Avoid conflict of interests with the company
• Not gain benefit out of the position
• Comply with the company's own constitution
• Not to delegate power (except with proper authorization)
• Not make unauthorised use of the company's property

Resignation of directors

Director of a company may resign by giving written notice. The resignation is effective on the date of its receipt. The company is required to notify Companies Registry about the resignation (Form ND2A).

Removal of directors

Director may be removed by ordinary resolution before the expiration of the period of office. Special notice proposing a resolution to remove a director or to appoint must be given to the company, the company sends a copy of the intended resolution to the director concerned.  28 days' notice is required.