How many directors does a Hong Kong private company need, and must one be an individual?
A private company needs at least one director, and at least one must be a natural person (an individual, not a company). It can have corporate directors in addition. A sole director cannot also act as the company secretary.
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 (aged 18 or over, 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.
Legal basis
- Companies Ordinance (Cap. 622), s.455
- Companies Ordinance (Cap. 622), s.456
- Companies Ordinance (Cap. 622), s.457
- Companies Ordinance (Cap. 622), s.475
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
- Which business structure should I choose in Hong Kong: sole proprietorship, partnership or limited company?Hong Kong offers sole proprietorships, partnerships, limited companies and, for overseas firms, branch or representative offices. The main trade-off is liability: a sole proprietor or general partner is personally liable without limit, while a limited company's members are liable only up to unpaid share capital.
- How do I set up a sole proprietorship in Hong Kong and what is my liability?Register the business with the Inland Revenue Department's Business Registration Office within one month of starting trading. There is no separate legal entity, so you are personally liable without limit for the business's debts.
- How does a partnership work in Hong Kong, and what is a limited partnership?A partnership is two or more people carrying on business together for profit. In a general partnership each partner can bind the others and all are jointly liable for debts. A limited partnership has at least one general partner with full liability and limited partners liable only up to their contribution.
- What is a private company limited by shares in Hong Kong and why do most businesses choose it?It is a separate legal entity whose shareholders are liable only for any unpaid amount on their shares. It is the most common vehicle in Hong Kong because it protects personal assets and makes ownership easy to transfer, in exchange for statutory filing and record-keeping duties.
- Should an overseas company set up a branch, a representative office or a Hong Kong subsidiary?A branch is the overseas company itself trading in Hong Kong and must register as a non-Hong Kong company within one month. A representative office can only liaise or research, not trade for profit. A subsidiary is a separate Hong Kong company that ring-fences liability.