Change of Company Director in Hong Kong: What You Must Know

Changing a company director in Hong Kong is straightforward, but it must be done correctly to stay compliant with the Companies Ordinance (Cap. 622). Whether you're appointing a new director or removing an existing one, you must notify the Companies Registry within a specified time using the right form.

In this guide. We’ll cover:

✅ When and why you need to change a company director

✅The documents you need to complete the process

✅ 4 steps to follow to change a company director.

When Should You Change a Director?

Director changes typically occur in the following scenarios:

• A director resigns or retires
• A new director is appointed to expand the board.
• A director is removed by resolution of the board or shareholders.
• A director passes away.

Some changes are voluntary (e.g. adding a new director), while others are required to maintain the legal structure. For instance, a private company must always have at least one director who is a natural person.

Legal Requirements for Directors in Hong Kong

The Companies Ordinance (Cap. 622) outlines several key rules:

• At least one director must be a natural person.
• A corporate entity may act as a director, but not in place of all directors.
• Non-Hong Kong residents may serve as directors. There is no nationality restriction.
• The director must be at least 18 years old.
• A sole director cannot act as the company secretary of the same company.

Required Documents to Change a Company Director

Before filing, gather the following documents:

• Signed resignation letter from the outgoing director (if applicable)
• Consent to act letter from the new director
• Copy of HKID or passport of the new director
• Board resolution (or shareholder resolution if required) approving the change
• Internal Register of Directors ready for update

How to Change a Director in Hong Kong

Changing a director involves both internal approvals and statutory filings. Here’s how to do it.

Step 1: Prepare Internal Approval

A board resolution (or shareholder resolution, depending on the company’s Articles of Association) is required to:

• Accept the resignation or removal of the outgoing director
• Approve the appointment of a new director

You should prepare and keep the resolution on file even if it's not submitted to the Company Registry.

Step 2: Complete the Correct Form

Use Form ND2A – Notice of Change of Company Secretary and Director (Appointment/Cessation) to report the change. This form should be submitted within 15 calendar days of the effective date.

You can also use Form ND2B instead, if you only update a director’s personal details (e.g., passport number or address).

Step 3: Signing the Form

If the form is signed on the effective date, it can be signed by either the resigning or the incoming director.

However, if signed after the effective date, it must be signed by the new director.

Step 4: Submit to the Companies Registry

Once the form is completed and signed, you can submit it through one of the following channels:

• Online via the e-Registry portal
• By post or in person to the Companies Registry, 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong

There is no government fee for submitting Form ND2A. Typically, the Company Registry updates the record in 1-3 business days after submission.

What if the Company Fails to File the Change?

If the company does not file Form ND2A, the resigning director can submit Form ND4 directly to the Companies Registry. The ND4 is only needed if the outgoing director has reasonable grounds to believe the company won’t report the resignation.

Do You Need a Company Secretary to File a Director Change?

You are not legally required to use a professional service to file a director change.

However, keep in mind that every private company in Hong Kong must have a company secretary under the Companies Ordinance. And if your company has only one director, that person cannot also act as the company secretary. In that case, you must appoint someone else, either a Hong Kong resident or a registered corporate secretary based in Hong Kong.

While it’s possible to handle the filing on your own, using a professional ensures:

• The filing is completed accurately
• The process remains fully compliant with local regulations
• Your statutory records are updated on time

This is especially useful if you're unfamiliar with the requirements or managing the business remotely.

How Statrys Can Help

Changing a director is just one part of running a company in Hong Kong. At Statrys, we offer a complete company creation package that includes everything you need to incorporate and stay compliant.

Here’s what’s included:

• Company incorporation within 5 business days
• Company secretary support for one full year, including director changes and annual filings (like the NAR1)
• Registered Hong Kong address with mail scanning
• 24/7 access to your company documents via a secure online portal

All with no hidden fees, no in-person meetings, and a 30-day refund guarantee.