Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 153

Directors of companies other than private companies

(Past version on 13/02/2004).
(Past version on 01/04/2003).
(Past version on 30/06/1997).

Directors and other Officers

(1) Every company (not being a private company) shall have at least 2
directors.

(2) With effect from the date of incorporation of a company (not being a
private company) mentioned in its certificate of incorporation, the first
directors of the company are the persons named as the directors in the
incorporation form submitted in respect of the company pursuant to
section 14A. (Replaced 30 of 2004 s. 2)

(3) Subject to subsection (4), if any company (not being a private  company)
makes default in complying with subsection (1), the company and every officer
of the company who is in default shall be liable to a fine and, for continued
default, to a daily default fine.

(4) Where the number of directors of a company (not being a private  company)
is reduced below 2 by reason of the office of any director being vacated, the
company or any officer of the company shall not be liable for any default in
respect thereof under this section unless the default continues for a period
of 2 months beginning on the day on which the office is vacated.

(5) Any power exercisable by a director under the articles of a company (not
being a private company) in a case where the number of directors is reduced
below the number fixed as the necessary quorum of directors, being a power to
act for the purpose of increasing the number of directors or of summoning a
general meeting of the company but not for any other purpose, shall be
exercisable also in a case where the number of directors is reduced below the
number required by subsection (1).

(6) A person who has been deemed to be a director of a company (not being a
private company) under section 153(2) of the pre-amended Ordinance shall,
until a notification under section 158(4AA) is sent to the Registrar, continue
to be deemed as such as if section 19(1) of Schedule 2 to the Companies
(Amendment) Ordinance 2004 (30 of 2004) had not been enacted. (Added 30 of
2004 s. 2)

(7) For the purpose of subsection (6), "pre-amended Ordinance" (修訂前的
本條例) means the Companies Ordinance ( Cap 32) that was in force
immediately before it was amended by section 19(1) of Schedule 2 to the
Companies (Amendment) Ordinance 2004 (30 of 2004). (Added 30 of 2004 s. 2)
(Replaced 28 of 2003 s. 56)

"pre-amended Ordinance" (修訂前的本條例)