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How to Appoint Your Hong Kong Company Director or Directors?

In small companies, shareholders can act as the director of the company. However, for other companies, shareholders may want to appoint another person to the board.

While directors represent the company, they act in the company’s best interest. If you wish to be a Hong Kong company director, you may want to know about the roles and responsibilities of a director, the Director’s Particulars, and some general principles mentioned below.

Hong Kong Company Director

Roles of a Director

The role of a director in a company is very important. According to the provisions of the article of association and companies ordinance, the director has the power to make all business decisions. If the director fails to fulfill his obligations, he can be disqualified by the company. We have arranged an outline of the chief’s obligations beneath.

Duty to act in compliance with common decency

The Company’s director will consistently act according to essential honesty and function to its most significant advantage. Practically speaking, it can, at times, be hard for chiefs to keep each investor pleased. When directors settle on a choice, they ought to think about the organization’s well-being and future. Decisions made by them should be reasonable and straightforward for the entire organization.

Duty to practice powers for an appropriate reason

For instance, the director is able to give shares to expand capital for the organization. Be that as it may, if the chief issues shares to keep up control of the board or assist a particular gathering with accomplishing larger part shareholding, the force isn’t practiced for an appropriate reason.

Duty to practice care, expertise, and perseverance

Chief will practice sensible consideration, ability, and perseverance. This standard has both abstract and target components. When we decide if the chief has satisfied his obligation, we look at what a sensible individual would do in such conditions. Simultaneously, we would likewise think about his own experience, including information and experience. For instance, if the chief is an accomplished legitimate professional, we may anticipate that he should fulfill a higher guideline for the organization’s lawful issues.

Duty not to assign power

The Chief or the Director of the Company will not delegate his capacity except if the articles of association will permit. Then again, he is ought to acquire earlier endorsement from the board. He should practice his capacity to look for appropriate guidance on the off chance that he doesn’t comprehend a specific issue.

Who Is Allowed to Become the Hong Kong Company Director?

So, the next question that arises is, “who can be a director?” The answer to this question is any person who is 18 years old or above can be designated as a company director. Nationality is not a consideration. It is not mandatory that the Director of the Hong Kong company must be a resident of Hong Kong. The Director of a Hong Kong company can be of any nationality. A foreigner can also have 100% control of a Hong Kong company. It is not necessary to appoint a local director. Therefore, anyone above the age of 18 is allowed to become a company director from any place in the world. 

There are many Hong Kong private companies with a single shareholder who works as the sole Director that also appoints a reserve director. However, there are no terms by which the reserve director has the power to act in case the sole Director becoming mentally incapacitated.

Who Isn’t Allowed?

There are many reasons one can’t be appointed as a company director. One can’t be a director if he or she weakens the company rules of articles of association – the regulations that relate to the running of the Company. Another reason could be that you are an undischarged bankrupt. If so, you will not be allowed to be the Director of the Company. The other reason for not choosing you as a company’s Director is the case wherein you are already the Company’s auditor.

As the Director of an organization that has gone into liquidation, you’ll be restricted from being the Director or being engaged with the development of running an organization with the equivalent or comparative name to the organization sold. This restriction is valid for a time of five years. In any case, directors aren’t naturally prevented from being delegated ahead of another organization because a past organization they worked for went into liquidation.

What Happens When a Director Resigns?

Many times there are disputes among chiefs and the organization. For instance, the organization runs out of assets, or the Director spots a moral issue which the dominant part is reluctant to correct. The chief can present an abdication to the board. Simultaneously, the chief of the Company will fill in the Form ND4 to inform the Companies Registry of his resignation.

Required Documents to Appoint a Director

Appointing a Director at new companies in Hong Kong by passing an ordinary resolution or an existing director’s decision. The organization has to inform the Companies Registry within 15 days after the given date of appointment. To complete the appointment, the Companies Registry needs the information which is mentioned below. 

Companies Registry (CR) requires:

  • Director’s Full Name
  • Residential Address of the Director
  • Passport Information of the Director

Register of Director and Company Secretary

There is no denying that a company needs to have at least one person as the director. According to section 158 of the companies ordinance, it will be unlawful not to maintain a director for your corporation. You need to maintain a proper register of directors with relevant details or particulars register therein since the date of incorporation. Furthermore, the “Register of Member”, “Register of Directors”, “Register of Company Secretaries” and “Register of Significant Controllers” must be kept at the registered office of the company and available for investigation by law enforcement officers.

The new company ordinance started on 5th March 2016. Whether your company is private or public, your register of directors must contain a few things. If the Hong Kong company director is a person:

  • Current given and surname of the director. Any previous forename and surname and their residential and correspondence address.
  • Hong Kong identity card number. In case the director does not have an identity card, the director’s passport will work.

In case you have appointed a corporate body as a Hong Kong company director. You must register

  • the name of the corporation and 
  • the address

Startupr’s Company Secretary service helps in collecting and maintaining the register of directors. Therefore, you can remain tension free.

Register of Director and Company Secretary

Duties of a Director

Let us take a look at some duties of the Director of new companies in Hong Kong.  

Fiduciary

The fiduciary duty is a legal term for a director’s responsibilities to act honestly and loyally on behalf of the Company. These are based on case law and include:

  • The Director of new companies in Hong Kong must act in compliance with common decency in light of a legitimate concern for the Company.
  • The Director of new companies in Hong Kong must practice the power to serve the Company.
  • Also, the Director of new companies in Hong Kong must stay away from conflicting circumstances.

Statutory

The Companies Ordinance expressly states that each Hong Kong director must exercise reasonable care, skill, and diligence. Whether a director meets this standard depends on their background and the world’s expectations at large for a director in the same role. The former test is expressed as requiring the Director to act with care, skill, and diligence. He or she must be a reasonably diligent person with the general knowledge, skill, and experience to do the job.

Liabilities of a Director

Directors may also face criminal liability and regulatory actions, including civil sanctions under various statutes. There are also scenarios that directors will be held personally liable for corporate offenses and debts of the Company. The companies’ ordinance and securities and futures ordinance enforced a list of liabilities.

These liabilities involve:

  • Civil and criminal liabilities under the CO for untrue statements in a prospectus. 
  • Civil and criminal liabilities for engaging in any market misconduct offenses under Part XIII and XIV of the SFO. This includes:
  • Insider dealing 
  • False trade
  • Price rigging 
  • The revelation of data about restricted exchanges 
  • Securities exchange control
  • The disclosure of bogus or misleading data
  • The common obligation for making bogus or misleading public correspondence

How Can Startupr Help?

It is better to hire a professional than to attempt to learn about the Hong Kong director’s duties and responsibilities on your own. Startupr, as your Company Secretary, will help you with all paperwork and administrative duties. We will help you with Annual Return (NAR1) filing, e-document filing, and business tax consulting. Hiring Startupr would be the best option as we have years of experience and have worked with thousands of companies in solving their issues. Contact now for more information!

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