We advise on the establishment of corporate entities in Hong Kong, the PRC, Myanmar or other offshore jurisdictions. Where required we have strong relationships with local counsel and agents in order to best serve your company establishment needs in other jurisdictions.
We advise on the benefits of various organisational structures in order to determine the corporate structure that best fits your business and your corporate needs.
Information on how we can assist you with company establishment in Hong Kong is set out here and click here for more information about the ongoing company secretarial services we provide to Hong Kong entities.
Please click here for more information about establishing an entity in PRC.
Please click here for information about how we can assist you to establish an entity in a offshore jurisdiction.
The general procedure for removing a director of a private limited liability company (“Company”) established in Hong Kong are as follows:
- A special notice proposing a resolution to remove the director from office must be issued by a member of the Company and given to the Company at least 28 days before the proposed general meeting for his removal.
- On receipt of the special notice, the Company must forward a copy of such notice to the director. On receipt of the special notice, the director may make a written statement or representation and requested the Company to circulate the same to members of the Company.
- The Company shall pass directors’ written resolution (by simple majority) in accordance with the provisions of the articles of association of the Company (“Articles”) to approve (i) the convening of a general meeting for the removal of the director from the board; (ii) the termination of his employment contract with the Company, if applicable; and (iii) the issuance of notice of the general meeting.
- The Company shall dispatch the notice of general meeting (stating, inter alia, the date, time, and place of the meeting and the proposed resolution to remove the director) to members of the Company and to the director at least 14 days prior to the proposed general meeting. If the director has made written representations, the notice must also specify that such representation has been made and a copy of the written representation must be attached to the notice.
- If the written representation of the director has not been circulated to the members of the Company either because it was received too late or because the Company has failed to circulate such representation to members of the Company before convening the general meeting, the director may request that the written representation be read out at the general meeting.
- At the general meeting, a special resolution shall be passed sanctioning the removal of the director and the termination of the employment contract between him and the Company, if applicable. The resolution shall include the wording “ That [name of the director] be removed as a director of the Company with effect from [date of resolution].”
- After the passing of the special resolution at the general meeting, the Company shall submit a completed and signed prescribed form to the Companies Registry within 14 days after the date of removal of the director.
- The Company shall notify the Company’s bankers of the removal of the director if he is a signatory to the bank accounts of the Company.
- The Company shall update the register of directors at its company kit.
Charltons assists with company establishment in Hong Kong, establishing an entity in PRC and establishing a company in Myanmar.