Hong Kong company director requirements and filings

A Hong Kong private company must have at least one director who is a natural person (an individual), and nobody can be appointed a director before the age of 18. A company can also sit on the board as a corporate director, unless the private company belongs to a group that includes a listed company. The Hong Kong residence requirement in theCompanies Registry’s directors and secretary FAQis set out for the company secretary: an individual secretary should ordinarily reside in Hong Kong. The one pairing the Registry rules out is a sole director who is also the secretary.

Who can be a director

• Age. A person must be at least 18 at the time of appointment.
• At least one individual. Every private company needs at least one director who is a natural person. A private company cannot have only corporate directors.
• Corporate directors. A body corporate can act or be appointed as a director of a private company, provided the private company is not a member of a group of companies that includes a listed company. The Registry explains this on itscorporate directorship FAQ.

A sole director cannot be the secretary

A private company needs a company secretary as well as its director, and the sole director cannot act as the company secretary of the same company. If the secretary is an individual, they should ordinarily reside in Hong Kong. A founder who is the only director therefore needs a second party for the secretary role, and many appoint a firm. Readwhat a company secretary doesbefore you choose. A firm that acts as secretary as a business generally needs a licence, which you can confirm with aTCSP licence search.

Reserve director for a one-person company

If a private company has only one member, and that member is also the sole director, the company may nominate a reserve director. The reserve director must be a person aged at least 18, not a body corporate. The Registry describes this as something the company may do, not something it must do. Changes in a reserve director’s particulars go on their own specified form, ND7.

Appointing, changing and removing a director

Under the Companies Ordinance (Cap. 622), the company has 15 days to report a change on the board. Older material written under the previous Ordinance says 14 days. Sections 645 and 652 set the current limits, and the Registry’sfiling requirements FAQsums them up.

1. Check the person qualifies: 18 or over and, for a corporate director, that the company is not in a group with a listed company. Make sure at least one director will still be an individual.
2. Get the new director’s consent. Form ND2A carries a statement of consent to act from each newly appointed director.
3. File Form ND2A with the Companies Registry within 15 days after the appointment.
4. When a director resigns or otherwise stops acting, file ND2A within 15 days after the cessation.
5. When an existing director’s particulars change, file Form ND2B (Notice of Change in Particulars of Company Secretary and Director) within 15 days.
6. Update the company’s own register of directors at the same time.

The duty of care, skill and diligence

Section 465 of the Companies Ordinance says a director must exercise reasonable care, skill and diligence. The test is mixed. You are measured against a reasonably diligent person with the general knowledge, skill and experience that may reasonably be expected of someone carrying out your functions for that company, and also with the general knowledge, skill and experience you actually have. In practice, a director with more expertise is judged against that expertise, and a newcomer is still held to the objective standard of the role.

This statutory duty takes the place of the common law and equitable rules on care, skill and diligence. A breach has the same consequences as under those rules. The Registry covers it in itsFAQ on changes affecting directors.

What the public can see about a director

Directors’ details go on the public record, but less of them than before. The Registry’sNew Inspection Regimecame in three phases:

• from 23 August 2021, a company may show a director’s correspondence address instead of the usual residential address, and a partial identification number instead of the full one, on its own registers kept for public inspection;
• from 24 October 2022, the Registry’s Index of Directors shows a correspondence address and a partial identification number, and the residential address and full identification number in documents delivered from that date are “protected information”;
• from 27 December 2023, directors and other data subjects can apply to protect that information from public inspection.

A partial identification number is the first half of the number, where it has an even number of characters. The old idea that only the company secretary gets a correspondence address on the public record is out of date.

If you need a secretary for a one-director company, comparecompany secretary firms, or start fromhow to incorporate a Hong Kong companyif the company does not exist yet.