Last updated 6 September 2026.
A Hong Kong company has 15 days to tell the Registrar that a director has been appointed, and 15 days to tell it that one has ceased. The same 15 days applies to any change in the particulars held in the register of directors — which is the limb most companies breach without noticing.
The penalty is a fine at level 4 and HK$700 for each day the offence continues, against the company and every responsible person of it.
Fifteen days, in both directions
Section 645(1): where a person is appointed as director, the company must, within 15 days after the appointment, deliver to the Registrar a notice in the specified form containing the director’s particulars as specified in the register of directors, a statement that the person has accepted the appointment, and — for a natural person — a statement that they have attained the age of 18.
Two things in that subsection are easy to miss. The notice has to carry an express statement that the appointee accepted, which is why a signed consent to act belongs in the file before anything is filed. And the age statement is a positive declaration, not an assumption.
Section 645(4): if a person ceases to be a director, or there is any change in the particulars contained in the register of directors, the company must, within 15 days after the cessation or change, deliver a notice containing the particulars of the cessation or change and the date on which it occurred.
A change of address is a filing event
This is the limb that quietly accrues breaches. Section 645(4) is not limited to people arriving and leaving — it covers any change in the particulars in the register of directors. A director who moves house, changes their name, or renews an identity document with a different number has triggered a 15-day clock, and nobody sends a reminder.
A company whose directors have not moved in five years has nothing to do here. A company with a director who relocated eighteen months ago and never mentioned it has been in continuing breach for about five hundred days, at HK$700 a day, against the company and each responsible person separately.
At least one of them has to be a human
Section 457: a private company — other than one that is a member of a group of companies of which a listed company is a member — must have at least one director who is a natural person.
A structure made entirely of corporate directors is not available to an ordinary Hong Kong private company. There must be a named individual, and that individual is a responsible person for the purposes of every penalty provision in the Ordinance.
Worth pairing with a related restriction: where a private company has only one director, that director cannot also be the company secretary, and the secretary cannot be a body corporate whose sole director is that same person. That comes from section 475(2) and (3), and it is covered in full in who can act as a company secretary.
Which form
Appointments, cessations and changes to the particulars in the register of directors go on the Companies Registry’s specified form ND2A. A change to a director’s or secretary’s own personal particulars is a different form, ND2B. The distinction matters because filing the wrong one does not discharge the duty, and the 15 days does not restart while you work that out — the form comparison in the company secretary article sets out which is which.
The penalty
Section 645(6): if a company contravenes subsection (1), (2), (3) or (4), the company and every responsible person of the company commit an offence, and each is liable to a fine at level 4 — HK$25,000 — plus HK$700 for each day the offence continues.
“Each” is doing real work. It is not one fine for the company: it is one for the company, one for every director, and one for the company secretary, with the daily amount accruing against each of them independently.
The order to do it in
- Check the articles — they decide whether the board or the members appoint, and how a director can be removed.
- Get a signed consent to act from the incoming director before filing, so the acceptance statement in the notice is true.
- Pass the resolution in whichever forum the articles require.
- Update the register of directors — the statutory register, not just the filing.
- File within 15 days of the appointment or cessation.
- Update the bank mandate and any authorities held in the outgoing director’s name.
Step 6 is not a Companies Registry matter, but it is the one that causes the most disruption when it is forgotten — a removed director who is still a bank signatory is a live problem long after the filing is clean.
There are free generators for the appointment resolution, the consent to act, and the resignation letter if you want the documents in front of you first.
Adding or removing a director?
818hi.com and laulega.com are both operated by LAULEGA LIMITED, a Hong Kong licensed trust or company service provider. We prepare the resolution and the consent to act, update the register of directors, and file inside the 15 days.
See the compliance serviceFrequently asked questions
How long do you have to notify the Companies Registry of a new director?
Fifteen days after the appointment, under section 645(1) of the Companies Ordinance. The notice must contain the director’s particulars as specified in the register of directors, a statement that the person has accepted the appointment, and — for a natural person — a statement that they have attained the age of 18.
What is the deadline when a director resigns?
The same 15 days. Section 645(4) requires notice within 15 days after the cessation, stating the particulars of the cessation and the date on which it occurred.
Does a director’s change of address have to be filed?
Yes. Section 645(4) covers any change in the particulars contained in the register of directors, not only appointments and cessations, and applies the same 15-day deadline. A change of address, name or identity document number is a filing event.
Can a Hong Kong company have only corporate directors?
Not if it is a private company outside a listed group. Section 457 requires at least one director who is a natural person.
Can the sole director also be the company secretary?
No. Section 475(2) prohibits the sole director of a private company from also acting as its company secretary, and section 475(3) prevents the secretary being a body corporate whose sole director is that same person. Where there are two or more directors, one of them may act as secretary.
What is the penalty for filing late?
Section 645(6): the company and every responsible person each commit an offence and are liable to a fine at level 4 — HK$25,000 — plus HK$700 for each day the offence continues. The fines run against each person separately.
Statutory references are to the Companies Ordinance (Cap. 622) and the Criminal Procedure Ordinance (Cap. 221) as in force at the date above; form names are the Companies Registry’s specified forms. Reviewed by Di Ma, responsible officer of LAULEGA LIMITED, a Hong Kong licensed trust or company service provider (TCSP licence TC000573). General information about Hong Kong law, not advice on your particular company.