Directors’ Duties

The liabilities and responsibilities of company directors derive from the constitution of the company, statue law as well as case law.


Directors of Hong Kong companies are advised to follow the general principles. The Registrar in Hong Kong has issued a guide which is available on their website for free download (


The General Principles of Directors’ Duties


–       act in good faith for the benefit of the company as a whole

–       use powers for a proper purpose for the benefit of members

–       no to delegate powers except with proper authorization and duty to exercise independent judgement

–       exercise care, skill and diligence

–       avoid conflicts between personal interest and interest of the company

–       not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law

–       not to gain advantage from use of position as a director

–       not to make unauthorised use of company’s property or information

–       not to accept personal benefit from third parties conferred because of positon as a director

–       observe the company’s constitution and resolutions

–       keep accounting records



If the directors don’t comply with their duties they may be disqualified from acting as directors and may be also liable to civil or criminal proceedings.

Additionally, directors of any company are encouraged to refer to detailed reviews of the particular role.