How do I appoint or remove a director in Hong Kong and what do I file?

Appointing

1. Follow the articles: usually a board or member resolution.
2. Obtain the new director's signed consent to act.
3. File Form ND2A within 15 days with the statement of consent. If signed later than the effective date, the new director signs it.
4. Update the register of directors and, if control changes, the significant controllers register.

Removing or resignation

• A director may resign by notice to the company.
• The company files ND2A within 15 days of the cessation.
• If the company does not report, the resigning person who believes it will not can file Form ND4.
• Members can remove a director before the end of their term by an ordinary resolution passed at a general meeting, with special notice. This cannot be done by written resolution.

Constraints

• A private company must always keep at least one director who is a natural person.
• A sole director cannot be the secretary.

Changes in details Name or address changes are reported on Form ND2B within 15 days.

Penalty Maximum HK$25,000 per breach plus HK$700 per day for late notices.

Also tell Banks, landlords and regulators; they will not learn of the change from the Registry automatically.