Change of Company Director

COMPANY DIRECTORS

What are the statutory duties of directors?

All directors must comply with the legal requirements under the Company Ordinance (Cap. 622), the key responsibilities includes:

ensuring that the company complies with all statutory requirements and to make relevant filings to the Companies Registry (included the annual returns) on time.
maintaining full and accurate accounting records and filing the profit tax returns and employer's returns.
managing of the performance of the company.
accounting for the company's activities to relevant parties, e.g. shareholders..
determining the company’s strategic objectives and policies;
monitoring progress towards achieving the objectives and policies

What is the requirements of directors?

The Companies Ordinance (Cap. 622) requires that every private company must appoint at least one individual director. The directors must be a person who have attained the age of 18 years. A non-Hong Kong resident can be appointed as a director of the company. However, the company secretary, who is a natural person, should ordinarily reside in Hong Kong. If the company has only one director and the director cannot act as the company secretary of the same company. An undischarged bankrupt cannot act as a director except with the permission of the court by whic he was adjudged bankrupt.

Change of directors

The first directors of a company are appointed at the time of its registration. Subsequent appointments are governed by the company’s articles of association. To change a director, you should check the provisions of the articles of association of the company governing the appointment of directors (e.g. the maximum number of directors and any specific qualification requirements).

A new director is required to provide certain personal information (i.e. full name, residential address, date of birth, nationality, country of residence, former names and business occupation) to be included in the relevant form which he/she will be required to sign to signify consent to act as a director.

Liabilities

A director of a company cannot be exempted from liability (regulation 52) in connection with any negligence, default, breach of duty or breach of trust in relation to the company. A director cannot, indemnified by the company against those liabilities (regulation 53-54) unless the indemnity meets specific statutory criteria. The prohibition does not prevent a company from providing 'Directors and Officers' (D&O) insurance for directors, but this does not exonerate them from their obligations. A company may generally ratify acts carried out by a director in breach of duty. Appropriate procedures need to be followed for ratification and not all acts can be ratified (for instance, fraudulent acts of the director). A court may relieve a director if it considers that the director has acted both honestly and reasonably and that he ought fairly to be excused. (regulation 55).

Resignation or Removal of Directors

A director may, unless otherwise provided in the company's articles of association or by an agreement, resign his office at any time. The company should check the articles of association to ensure that the minimum number of directors can be maintained after the resignation.

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