Change of Director

Change of Director | Bestar

Change of Director

The process of changing a director in a Hong Kong company involves several steps:

1. Appointment of a New Director:

• Board Resolution: The existing board of directors must pass a resolution appointing the new director.

• Written Consent: The new director must provide written consent to the appointment.

• Notice to the Companies Registry: A form (Form ND2A) must be filed with the Companies Registry within 14 days of the appointment.

2. Resignation of the Existing Director:

• Board Resolution: The existing board of directors must pass a resolution accepting the resignation.

• Notice to the Companies Registry: A form (Form ND2A) must be filed with the Companies Registry within 15 days of the resignation.

3. Updating Company Records:

• Director Register: The new director's name and address must be updated in the company's director register.

4. Notification to Relevant Parties:

• Bank: The company's bank should be notified of the change in directors.

• Government Departments: If the company is registered for any government schemes or permits, these departments should be notified.

• Business Partners: The company's business partners may also need to be informed of the change in directors.

Additional Considerations:

• Director's Identification: The new director must provide proof of identity to the company.

• Director's Qualification: If the company is subject to any specific director qualification requirements, the new director must meet these requirements.

• Director's Shareholding: If the new director is acquiring shares in the company, the transfer of shares must be recorded in the company's share register.

Sample Board Resolution for Appointing a New Director

BOARD RESOLUTION

Date: [Date]

Meeting No.: [Meeting Number]

Present: [Names of Directors Present]

Absent: [Names of Directors Absent]

RESOLVED:

That [Name of New Director], of [Address of New Director], be and is hereby appointed as a director of [Company Name] with effect from [Date of Appointment].

BOARD RESOLUTION

Date: [Date]

Meeting No.: [Meeting Number]

Present: [Names of Directors Present]

Absent: [Names of Directors Absent]

RESOLVED:

That the resignation of [Name of Resigning Director] as a director of [Company Name], tendered at this meeting, be and is hereby accepted with effect from [Date of Resignation].

Fees

In Hong Kong, the filing of forms to officially change a director with the Companies Registry (CR) is free of charge.

However, there are associated costs if you engage a professional service provider.

Here's a breakdown:

1. Companies Registry Fees (Government Fees):

• Appointment or Cessation of a Director: There is no government fee for filing Form ND2A (Notice of Change of Company Secretary and Director (Appointment/Cessation)).

  
  

2. Professional Service Fees: While the government filing itself is free, many companies opt to use company secretarial service provider or corporate service firm, Bestar, to handle director changes. Bestar charges a fee for our services, which include:

• Preparation of necessary documents (Board Resolutions, consent letters, etc.).

• Filing of the relevant forms with the Companies Registry.

• Updating the company's internal registers (e.g., Register of Directors).

The fees charged by Bestar can vary, but generally range from:

• HKD 500 to HKD 1,200 or more for a straightforward change of director (appointment and/or resignation).

• Higher fees may apply for more complex situations, such as the removal of a director against their will, which might involve more extensive legal procedures.

In summary: The Hong Kong Companies Registry does not charge a fee for the change of a director. The key is to ensure timely filing to avoid penalties. If you engage Bestar, our service fees will be the primary cost involved.

How Bestar can Help

Change of Director

Bestar can provide valuable assistance in the process of changing a director in a Hong Kong company by:

• Providing expert advice: We can offer guidance on the legal requirements and procedures involved, ensuring compliance with Hong Kong company law.

• Drafting necessary documents: We can prepare the board resolutions, consent forms, and notices required for the change of director process.

• Filing documents: We can assist in filing the necessary forms with the Companies Registry.

• Updating company records: We can help update the company's director register, and other relevant records.

• Advising on tax implications: We can provide advice on any tax implications of the change in directors.

• Handling administrative tasks: We can handle the administrative aspects of the process, such as communicating with the bank and government departments.

• Ensuring compliance with regulations: We can help ensure that the company complies with all relevant regulations and best practices.

By engaging Bestar, you can save time, reduce the risk of errors, and ensure a smooth transition during the change of director process.

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