This article is to give a brief outline on how to arrange change of directors of a Hong Kong private company.
Director is the position specific under Companies Ordinance
Unlike a director as a job title, the director in a Hong Kong private company has special power to control and manage the company, even to approve allotment of shares, and to acquire or dispose assets of the company.
Normally, to add a director, such should be appointed by the Shareholders or the Board of Directors of the Company; while to remove a director, one more trigger is initiated by resignation of the director.
To begin with, the Company has to inform the Company Secretary (usually the outsourced agent) about the change, and instruct the agent to prepare the necessary documents by informing three (3) main items, i) the resigned director, ii) the appointed director, and iii) the effective date.
Know Your Customer (KYC) as per Anti-money laundering regulation
For the newly appointed director, to prepare mandatory document and allow the agent to conduct Know Your Customer (KYC) as due diligence obligation, he or she is required to provide:-
Identity proof - Certified True Copy Passport / HKID card;
Residential address proof – Certified True Copy of utilities bills, personal bank statement, letter issued by government authorities, driving license that contains expiry date, which was issued within three (3) months;
Preparation of Change of Directors Documents
Then, below documents should be prepared:-
ND2A (Notice of Change of Director (Appointment／Cessation)) – mandatory form to be signed by the newly appointed director and any one of the existing directors;
Resignation Letter - internal record to be signed by the resigned director;
ND4 (Notice of Resignation of Director) – optional form to be signed by the resigned director;
Director’s resolution – mandatory internal record to be signed by all the directors; and
Register of Directors – mandatory internal record to be updated by the Company and keep at registered office address, no signature is required;
According to law the mandatory form should be submitted to the Companies Registry within 15 days after the effective date of the change or penalty might be imposed.
Any additional information you would like to know, please feel free to drop us an email:- firstname.lastname@example.org. In addition, we dig out below materials in case you need a little more insights.
FAQ – Documents relating to Directors / Company Secretary
Filing Requirements of a Local Limited Company after Incorporation
If default is made in delivering the notices (mandatory forms), the maximum penalty is HK$25,000 for each breach together with a daily default fine of HK$700.
A Guide on Directors’ Duties