HK Co Maintenance

INTERSHORES I Directors' Duties for a Hong Kong Company

Under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), there must be at least one (1) individual director who can be a Hong Kong resident or a non-HK resident with age over 18 at the time when a Hong Kong private limited company is registered.   A director can be an individual director or a body corporate.  


As a director of the company, the general principles of its duties are outlined in the Guide on Directors’ Duties per Companies Registry in Hong Kong:


1.    To act in good faith for the benefit of the company as a whole.

2.    To use powers for a proper purpose for the benefit of members as a whole.

3.    Not to delegate powers except with proper authorization and duty to exercise independent judgment.

4.    To exercise care, skill and diligence.

5.    To avoid conflicts between personal interest and interests of the company.

6.    Not to enter into transactions in which the directors have an interest, except in compliance with the requirements of the law.

7.    Not to gain advantage from the use of position as “director.”

8.    Not to make unauthorized use of company’s property or information.

9.    Not to accept personal benefit from third parties.

10.   To observe the company’s Articles of Association.

11.   To keep proper books of account.


The principles are not intended to be exhaustive statements of the law.   


It is also understood that the Director(s) has/have to ensure the company complies with legal obligations under the law of Hong Kong.    The Companies Registry may write to directors (no matter they are in Hong Kong or out of Hong Kong) for compliance of annual statutory obligations.  Those who fail to perform their duties may be subject to legal proceedings and/or may be disqualified from acting as a director.   


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Whilst reasonable care has been taken in provision of information above, it does not constitute legal or other professional advice. INTERSHORES does not accept any responsibility, legal or otherwise, for any error omission and accepts no responsibility for any financial or other loss or damage that may result from its use.  In particular, readers are advised to take appropriate professional advice before committing themselves to any involvement in jurisdictions, vehicles or practice.









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