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 19B) 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 19A) must be filed with the Companies Registry within 14 days of the resignation.
3. Updating Company Records:
Share Register: The new director's name and address must be updated in the company's share register.
Company Seal: If the company has a common seal, it must be updated to reflect the change in directors.
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].
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 share register, company seal, 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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