Note:
Re-domiciled companies will be regarded as companies incorporated in Hong Kong with effect from the date of re-domiciliation and will be required to comply with all the relevant filing requirements under the Companies Ordinance in the same manner as a company formed and registered under the Companies Ordinance unless otherwise specified.
Yes. Section 457(2) of the Companies Ordinance (Cap. 622) requires that every private company must have at least one director who is a natural person (i.e. an individual).
You should deliver a Form ND2B "Notice of Change in Particulars of Company Secretary and Director" to report the change in particulars of directors within 15 days after the date of change for registration.
If the form is signed on the effective date of change, it can be signed by the resigning director or the new director. However, if the form is signed after the effective date of change, it should be signed by the new director.
A non-Hong Kong resident can be appointed as a director of a local limited company. However, the company secretary, who is a natural person, should ordinarily reside in Hong Kong. For company secretary which is a body corporate, its registered office or place of business should be in Hong Kong.
A private local limited company must have at least one director who is a natural person and one company secretary. The sole director cannot act as the company secretary of the same company.
If the company has already delivered the Form ND2A to report the resignation of its director, it is not necessary for the resigning director to deliver the Form ND4 for registration. It is only when the resigning director has reasonable grounds to believe that the company will not give notification of this fact to the Registrar of Companies that a Form ND4 should be delivered for registration.
Pursuant to section 464(5)(c) of the Companies Ordinance (Cap. 622) (“CO”), a resigning director may send his resignation notice by way of email to the company provided that the conditions in section 828(2) (communication to company by person who is not company) or section 831(3) (communication between companies) of the CO governing communication in electronic form are met. In brief, it is one of the conditions that the company should have agreed, generally or specifically, that the document or information may be sent or supplied to it in electronic form and the company has not revoked the agreement; or is to be regarded under a provision of the CO as having so agreed.
Section 464 of the CO does not require a director’s written resignation notice to be signed. Accordingly, an electronic signature is not required for a notice of resignation given by email.
According to section 455 of the Companies Ordinance (Cap. 622), if a private company which has only one member and that member is the sole director of the company, the company may nominate a person (other than a body corporate) who has attained the age of 18 years as a Reserve Director to act in the place of the sole director in the event of the sole director’s death.
No. It is an option available to the company. A company which satisfies the criteria set out in section 455 of the Companies Ordinance (Cap. 622) may choose to nominate a Reserve Director at any time.
No. Section 475(2) of the Companies Ordinance (Cap. 622) expressly prohibits the sole director from acting as the company secretary. Besides, section 475(3) of the Companies Ordinance (Cap. 622) provides that no private company having only one director may have a body corporate as its company secretary if the sole director of that body corporate is also the sole director of the private company.
Section 456 of the Companies Ordinance (Cap. 622) sets out the restriction on corporate directorship in public companies, companies limited by guarantee and private companies which are members of a group of companies of which a listed company is a member. This restriction, however, does not apply to other private companies which are required to have at least one director who is a natural person to enhance transparency and accountability.
So long as the private company is not a member of a group of companies of which a listed company is a member, a body corporate can act or be appointed as its director. However, section 457 of the Companies Ordinance (Cap. 622) requires that every private company must have at least one director who is a natural person.
Yes. Company secretaries who are natural persons are only required to report their correspondence addresses to the Registrar of Companies instead of their usual residential addresses.
You should deliver a Form ND2A "Notice of Change of Company Secretary and Director (Appointment╱Cessation)" to report the appointment of company secretary or company secretary ceasing to hold office within 15 days after the appointment or cessation for registration.
You should deliver a Form ND2B "Notice of Change in Particulars of Company Secretary and Director" to report the change in particulars of company secretary within 15 days after the change for registration.
If the company has already delivered the Form ND2A to report the resignation of its company secretary, it is not necessary for the resigning company secretary to deliver the Form ND4 for registration. It is only when the resigning company secretary has reasonable grounds to believe that the company will not give notification of this fact to the Registrar of Companies that a Form ND4 should be delivered for registration.
