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Change of Company Director

Company Director

What is the requirements of directors?

The Companies Ordinance (Cap. 622) requires that every private company must appoint at least one individual director. The directors must be a person who have attained the age of 18 years. A non-Hong Kong resident can be appointed as a director of the company.
Frequent Asked Questions

What are the differences between Shareholders and Directors?

A: Difference as below:
Shareholders' rights and obligations are as follows:
- Shareholders are the company's investor
- To take part in meetings of shareholders, and entitled to voting power in proportion of shareholding
- To elect and to be elected as members of Board of Directors
- Have rights to receive dividends
- To pre-empt shares transferred by other shareholders
- To subscribe in priority the shares newly issued by the company
- To have distribution from the remaining property after liquidation of the company
- To consider and pass the annual auditors' report in meetings of shareholders

Directors' rights and obligations are as follows:
- To take charge of ordinary operations and decisions of the company
- To keep accounting book and business record
- To take charge of bank account management
- To propose profits distribution scheme
- To propose registered capital increase scheme
- To execute resolutions passed at meetings of shareholders

Q: Can the shareholder and director be the same person?
A: Yes. The shareholder and director of the company can be the same person.

Q: How many shareholders and directors shall a limited company have at the least?
A: A limited company shall have at least one shareholder and director, which can be the same person.

Q: Can non-Hong Kong residents become shareholders or directors of Hong Kong Limited Company?
A: Hong Kong residents or overseas individuals who are 18 years old or above and holding valid passports or ID cards can be shareholders or directors of a Hong Kong limited company.

Q: Is it necessary for non-Hong Kong residents to hold a passport in order to be the shareholders or directors of limited company?
A: No.

Q: Can a limited company act as the shareholder or director of another limited company?
A: Yes.

Q: Can others access the information of directors and shareholders of a company?
A: Yes. All information of a limited company registered in Hong Kong, including names, addresses and shareholding percentage of shareholders; and names, ID card numbers or passport numbers and addresses of directors, shall be accessible by the public.

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