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Director resignation pack

A director leaving needs their letter and the board's acceptance, then Form ND2A within 15 days. Draft both here, free.

How a director resigns

Resignations go wrong when the paperwork lags the intention. The pack below produces the outgoing director's letter and the board resolution accepting it on the same effective date, so the Registry filing and the register agree with each other.

A director resigns by giving written notice to the company (check your articles for any special notice requirements). The remaining board notes and accepts the resignation, updates the register of directors, and files Form ND2A with the Companies Registry within 15 days. If the company fails to file, the resigning director can protect themselves by filing Form ND4 directly under section 645 of the Companies Ordinance.

A Hong Kong private company must always have at least one director who is a natural person — this tool assumes at least one director remains after the resignation. If the sole director is leaving, a replacement must be appointed first: appoint a director.

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After you sign

  1. The resigning director signs the letter; the remaining directors sign the resolutions.
  2. File Form ND2A with the Companies Registry within 15 days of the effective date, and update the register of directors.
  3. Housekeeping: remove the outgoing director from bank mandates, and check whether they were also the significant controllers register’s designated representative.

If the company doesn’t file: the resigning director can file Form ND4 with the Registry directly (section 645, Companies Ordinance) so the public record shows the resignation — useful when leaving a company you don’t control.

Related free tools

Please read. This free tool produces a standard template for a straightforward Hong Kong private company limited by shares. It is general information, not legal or professional advice, and using it does not make you a client of LAULEGA LIMITED. If your articles of association contain special provisions, your shareholding is not simple, or anything is in dispute, take advice before signing. Get started with us if you would rather we did the whole job.