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Removing of Director

19 January, 2016

The Companies Ordinance provides that a Hong Kong company may remove a director before the period of the director's office expires.  Even if the removal is in breach of any agreement between the director and the company, the director can be removed.  In that case, the director may be entitled to recover damages from the company.

Procedure for removal

The procedure for removal of a director involves the following steps:

  1. Special 28 days’ notice must be given to propose a resolution to remove a director or to appoint somebody else in place of a director.
  2. A copy of the resolution is sent to the director concerned.
  3. The director may make reasonable representations in writing.
  4. In that instance, the company would send a copy of the representations to every member to whom the notice is sent.
  5. If the representations material is defamatory the company is not required to send out copies of the represent (needs to be confirmed by the Court).
  6. An ordinary resolution to removed the director at the general meeting .
  7. Another director may be appointed in place of the director removed.
  8. Form ND2A for the removal is lodged with the Companies Registry. The CR updates the register of directors accordingly.

If the person giving notice of proposed resolution to remove the director is not sure when the next general meeting will be held, he or she may request a general meeting.

About the Author


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