Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 153A

Directors of private companies

(Past version on 13/02/2004).

(1) Every private company shall have at least one director.

(2) With effect from the date of incorporation of 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 subsections (4) and (5), if any 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) Subject to subsection (5), where the number of directors of a
private company is reduced to zero 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) Where the number of directors of a private company having only one
director is reduced to zero by reason of the death of that director and the
deceased director was, at the date of death, the sole member of the company,
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 4 months beginning on the date of the grant of probate of the will,
or of letters of administration of the estate, of the deceased director.

(6) Where a private company has only one member and that member is the sole
director of the company, the company may in general meeting, notwithstanding
anything in its articles, nominate a person (other than a body corporate) who
has attained the age of 18 years as a reserve director of the company to act
in the place of the sole director in the event of his death. Where the company
nominates a reserve director, it shall send to the Registrar particulars of
the nomination in accordance with section  158 (4), (4A) and (4B).

(7) The nomination of a person as a reserve director of a private  company
ceases to be valid if-

   (a)  before the death of the director in respect of whom he was nominated-

        (i)    he resigns as reserve director in accordance with section 157D;
               or

        (ii)   the company in general meeting revokes the nomination; or

   (b)  the director in respect of whom he was nominated ceases to be the sole
        member and sole director of the company for any reason other than the
        death of that director.

(8) Subject to compliance with the conditions set out in subsection

(9), in the event of the death of the director in respect of whom the
reserve director is nominated, the reserve director shall be deemed to be a
director of the company for all purposes until such time as-

   (a)  a person is appointed as a director of the company in accordance with
        its articles; or

   (b)  he resigns from his office of director in accordance with
        section 157D, whichever is the earlier.

(9) The conditions referred to in subsection (8) are-

   (a)  the nomination of the reserve director has not ceased to be valid
        under subsection (7); and

   (b)  the reserve director is not prohibited by law from acting as a
        director of the company.

(10) A person who has been deemed to be a director of a private  company under
section 153A(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 20(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of
2004) had not been enacted. (Added 30 of 2004 s. 2)

(11) For the purpose of subsection (10), "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 20(1) of Schedule 2 to the
Companies (Amendment) Ordinance 2004 (30 of 2004). (Added 30 of 2004 s. 2)
(Added 28 of 2003 s. 56)

"pre-amended Ordinance" (修訂前的本條例)