How do I appoint or remove a director in Hong Kong and what do I file?
Appoint or remove a director as the articles require, then file Form ND2A with the Companies Registry within 15 days. A new director's consent to act goes with it. A director whose resignation has not been reported can file Form ND4 if the company will not.
Appointing
- Follow the articles: usually a board or member resolution.
- Obtain the new director's signed consent to act.
- File Form ND2A within 15 days with the statement of consent. If signed later than the effective date, the new director signs it.
- 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; email is acceptable in conditions set by the Ordinance.
- 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.
Legal basis
- Companies Ordinance (Cap. 622), s.462
- Companies Ordinance (Cap. 622), s.464
- Companies Ordinance (Cap. 622), s.645
- Companies Ordinance (Cap. 622), s.652
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- How do I renew my business registration certificate, and should I choose 1 or 3 years?You renew with the IRD before the certificate expires and choose a one-year or three-year certificate. Three years costs less per year in fee, but the levy and cash outlay are paid upfront. The fee and levy are not refunded if you close before a three-year certificate ends. Non-compliance is an offence with a fine up to HK$5,000 and imprisonment of one year.
- How do I issue (allot) new shares in a Hong Kong company, and what is the NSC1 deadline?Issue shares through proper board and member approvals, then file Form NSC1 (return of allotment with a statement of capital) with the Companies Registry within one month after the allotment. Late filing risks up to HK$25,000 per breach plus a HK$700 daily default fine.
- Does my company need a registered office in Hong Kong, and how do I change it?Yes. Every Hong Kong company must have a registered office in Hong Kong where communications and notices can be sent. If it changes, file Form NR1 with the Companies Registry within 15 days, otherwise the company faces up to HK$50,000 per breach plus HK$1,000 per day.
- What is the annual return (NAR1) in Hong Kong and when is it due?A private company must file Form NAR1 with the Companies Registry within 42 days after each anniversary of its incorporation. The fee is HK$105 if filed on time. It reports company and officer details, member information and business nature. It is separate from business registration renewal.
- Which changes must I report to the Companies Registry and by when?Report changes in directors or company secretaries on Form ND2A or ND2B within 15 days, a registered office change on NR1 within 15 days, and a share allotment on NSC1 within one month. The annual return is due within 42 days after each incorporation anniversary. Some changes, like share transfers, wait for the annual return.