Hong Kong SAR — governance guide
A practitioner reference for Hong Kong SAR, generated from the GovernOS rules engine. Always current with the jurisdiction packs.
At a glance
Regulators & portals
Companies Registry (CR)
Company registry · API filing
Securities and Futures Commission (SFC)
Securities regulator
Entity types
Private Company Limited by Shares
min 1 director(s) · secretary required
How to — common actions & what each requires
Add director
board (50%)
Board Resolution — Appointment of Director; Consent to Act as Director
ND2A (due T+15d)
Companies Ordinance (Cap. 622), s.645
File annual return
—
—
NAR1 (due T+42d)
Companies Ordinance (Cap. 622), s.662
File beneficial ownership
—
Significant Controllers Register
none
Companies Ordinance (Cap. 622), Part 12 Div 2A (kept at registered office, not filed)
Remove director
shareholders (50%)
Shareholder Resolution — Removal of Director
ND2A (due T+15d)
Companies Ordinance (Cap. 622), s.645
Appoint officer
board (50%)
Board Resolution — Appointment of Officer; Consent to Act as Company Secretary
ND2B (due T+15d)
Companies Ordinance (Cap. 622), s.474 (company secretary mandatory), s.652
Issue shares
board (50%), shareholders (50%)
Board Resolution — Allotment of Shares; Share Certificate
NSC1 (due T+30d)
Companies Ordinance (Cap. 622), s.142 (return of allotment)
Transfer shares
board (50%)
Instrument of Transfer; Share Certificate (transferee)
none
Companies Ordinance (Cap. 622), s.150 (instrument of transfer); stamped under Stamp Duty Ordinance (not a CR filing)
Create ESOP
board (50%), shareholders (50%)
Employee Share Option Plan; Board Resolution — Adoption of ESOP
none
Companies Ordinance (Cap. 622), Part 4 (shares)
Grant options
board (50%)
Option Grant Agreement
none
Companies Ordinance (Cap. 622), Part 4 (shares)
Approve financing
board (50%), shareholders special (75%)
Board Resolution — Approval of Financing Round; Special Resolution — New Share Class & Allotment; Subscription Agreement
NSC1 (due T+30d)
Companies Ordinance (Cap. 622), s.142 (return of allotment), Part 4
Approve dividend
board (50%)
Board Resolution — Declaration of Dividend
none
Companies Ordinance (Cap. 622), Part 6 (distributions)
Create subsidiary
board (50%)
Board Resolution — Incorporation of Subsidiary
NNC1 (due T+0d)
Companies Ordinance (Cap. 622), Part 2 (incorporation)
Amend constitution
shareholders special (75%)
Special Resolution — Amendment of Articles
NAA1 (due T+15d)
Companies Ordinance (Cap. 622), s.88 (alteration of articles), s.622 (filing of resolution)
Change company name
shareholders special (75%)
Special Resolution — Change of Name
NNC2 (due T+15d)
Companies Ordinance (Cap. 622), s.107 (change of name)
Prepare AGM
board (50%)
Notice of Annual General Meeting; AGM Minutes
none
Companies Ordinance (Cap. 622), Part 12 (general meetings), s.610
Approve audit / accounts
board (50%), shareholders (50%)
Board Resolution — Approval of Accounts; Resolution — Appointment of Auditor
none
Companies Ordinance (Cap. 622), Part 9 (accounts & audit), s.394
Reference only — not legal advice. Rule packs are directionally accurate and being legally validated per jurisdiction.