Can our HK company remove a director who refuses to sign accounts or attend board meetings?

In Hong Kong a director who refuses to cooperate can block the signing and filing of the annual accounts, which are statutory duties under the Companies Ordinance (Cap. 622). The first step is to send the unresponsive director a formal written notice—preferably by recorded delivery or email with a read receipt—identifying the specific obligations that have been neglected (sign‑off of audited statements, attendance at board meetings, etc.) and giving a reasonable cure period (typically 14 days, unless the articles of association prescribe a different timeframe).

If the director remains silent, the remaining directors may convene a properly noticed board meeting (notice period usually 7 days, unless the articles require more) and pass a resolution to declare the seat vacant for failure to attend meetings or fulfill statutory duties, provided the articles contain a clause allowing removal for “cause” or “non‑attendance.” Where the articles do not grant the board such power, the shareholders can exercise the statutory right under s. 168 of the Companies Ordinance to remove the director by a special resolution (at least 75 % of votes). Notice of a shareholder meeting must be given at least 21 days (or the longer period specified in the articles) and must state the intention to remove the director and the right to attend and speak.

Once the vacancy is created, the board may appoint a replacement director in accordance with the articles, and the company must file Form NAR1 with the Companies Registry within 15 days of the change (30 days if the change follows a special resolution).

Wrongful removal carries several risks: if the articles do not expressly permit removal for non‑performance, the action may be ultra‑vires, exposing the company to breach‑of‑contract claims and possible personal liability for the directors who approved it. Improper notice—whether for the board or shareholder meeting—can render the removal invalid and may result in an injunction that prevents the filing of the accounts. Directors who act without proper authority also risk breaching their fiduciary duties of care and loyalty, which could lead to personal liability for any regulatory penalties or damages claimed by the removed director.

To minimise these risks, keep a detailed record of all contact attempts, obtain legal advice before passing any removal resolution, ensure the meeting quorums and notice periods comply with both the Companies Ordinance and the company’s articles, and promptly file the required NAR forms after the removal. Following these steps will help restore the ability to approve and file the annual accounts while protecting the company and its remaining directors from potential wrongful‑removal claims.

Sincerely,
Ascendence International Consultanting