Appoint an Officer

  • Updated

Overview

The rules for appointing or ceasing company officers in Hong Kong depend on the company type and whether the officer is an individual or a body corporate.

Private companies must have at least one director who is a natural person. They may appoint corporate directors, but only if there is always at least one individual director in place. Corporate directors are not allowed if the private company belongs to a group in which another company is listed on the Hong Kong Stock Exchange.

Public companies and companies limited by guarantee must have at least two directors, all of whom must be individuals. Corporate directors are not permitted for these company types. There are no residency requirements for directors in Hong Kong.

All companies must appoint a company secretary. If a company has only one director, that person cannot also act as the secretary. The secretary may be an individual ordinarily residing in Hong Kong or a body corporate with a registered office or principal place of business in Hong Kong (commonly referred to as a “contactable company”).

Private companies with a sole individual shareholder who is also the sole director may optionally appoint a reserve director, who would only act in the event of the director’s death.

All officer changes must be reported to the Companies Registry within 15 days of the change.

Navigation

From the Main Toolbar, go to Company

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Select the Company from the list

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Select Officers

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To add an Officer, click mceclip4.png

For more information on adding an officer, click here.

Forms Prepared

By selecting Prepare Forms mceclip0.png CAS 360 will display the Document Production screen and automatically select the documents required:

  • Cover Letter
  • Consent to Act
  • Directors Minutes or Resolution
  • Members Minutes or Resolution
  • Register of Officers
  • Form ND2A - Notice of Change of Company Secretary and Director (Appointment/Cessation)
  • Form ND5 - Notice of Change of Reserve Director (Nomination/Cessation)

Note: The form generated will depend on the type of Officer being appointed.

Select themceclip1.png icon to change any of the document settings. Different options will appear depending on the document type.

Form Filing

Once signed by a director or the company secretary, this form can be delivered by post or in person to "The Companies Registry, 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong". If the form is delivered by post but the Registrar has not received it, the form will not be regarded as having been delivered to the Registrar in satisfaction of the relevant provision of the Companies Ordinance.

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