Every Hong Kong private company must have at least one director, and at least one director must be a natural person. Directors can be of any nationality and live anywhere. The role carries legal duties and personal liability, so it should be understood before it is accepted.
Appointments, resignations and changes in directors' particulars must be filed with the Companies Registry within 15 days.
Who can be a director
- Minimum number
- One for a private company
- Natural person
- At least one director must be an individual
- Age
- At least 18
- Nationality or residence
- No requirement
- Corporate directors
- Permitted for private companies that are not members of a group with a listed company
- Disqualified persons
- Undischarged bankrupts and persons subject to a disqualification order cannot act without court leave
- Sole director and secretary
- A sole director of a private company cannot also be its company secretary
Reserve directors
Where a private company has only one member who is also its only director, the company may nominate a reserve director. The reserve director acts in place of the sole director only on that person's death. Without one, the company may be left with nobody able to act, which can freeze bank accounts and business operations.
Directors' duties in brief
- Duty of care, skill and diligence under section 465 of the Companies Ordinance, judged by both an objective standard and the director's own knowledge and experience.
- Fiduciary duties at common law: act in good faith in the interests of the company, use powers for proper purposes, avoid conflicts of interest and not make secret profits.
- Disclosure of interests in transactions with the company.
- Compliance: proper accounting records, filings, the Significant Controllers Register and statutory registers.
- Creditors: where the company is insolvent or close to it, consider the interests of creditors.
Filings and records
| Event | Form and deadline |
|---|---|
| Appointment of a director | ND2A within 15 days, with the director's consent |
| Resignation or removal | ND2A within 15 days; a resigning director may also file ND4 personally |
| Change of name, address or other particulars | ND2B within 15 days |
| Register of directors | Kept at the registered office and updated promptly |
Under the protected information regime, the public register shows a director's correspondence address and a partial identification number. The full residential address and identification number are protected, and access is restricted to specified persons.
Before you accept a directorship
- Understand the business and its financial position.
- Check that filings and accounts are up to date.
- Ask about directors' and officers' insurance and any indemnity.
- Confirm how you will receive board papers and information.
- Ensure you can give the time the role requires.
- Appointment and resignation filings and registers.
- Reserve director nominations.
- Board minutes, resolutions and governance support.
Official references
- Companies Ordinance (Cap. 622), Part 10: directors and company secretaries; sections 455, 457 and 465
- Companies Registry: New Inspection Regime FAQs, www.cr.gov.hk