How Many Directors Does a Hong Kong Company Need?

The rule

• Minimum one director for a private company, and at least one director must be a natural person.
• A private company may appoint a body corporate as a director, as long as one individual director is also in place. The exception is a private company that is a member of a group with a listed company, where corporate directors are restricted.
• Public companies and companies limited by guarantee must have at least two directors and cannot appoint a body corporate as a director.

Related restrictions

• A sole director cannot also be the company secretary of the same company, and cannot be the sole director of a corporate secretary of the same company.
• A single-member company whose sole member is also its sole director may nominate a reserve director (a named stand-in, aged 18 or over and an individual) to take over if the sole director dies.

Filing Appointments and cessations are notified on Form ND2A within 15 days; a new director's consent to act is delivered with it. Changes in a director's details go on Form ND2B within the same period.

Duties Every director owes statutory duties, such as acting with care, skill and diligence and in good faith for the company's benefit, and the Registry publishes a guide on directors' duties.