### Companies Ordinance 《公司條例》

455. Nomination of reserve director of private company
(1) If a private company has only one member and that member is the sole director of the company, the company may by a resolution passed at a general meeting, despite anything in its articles, nominate a person (other than a body corporate) who has attained the age of 18 years as a reserve director of the company to act in the place of the sole director in the event of the sole director’s death.
(2) The nomination of a person as a reserve director of a private company ceases to have effect if—
(a) before the death of the director in respect of whom the person was nominated—
(i) the person resigns as reserve director in accordance with section 464; or
(ii) the company at a general meeting revokes the nomination; or
(b) the director in respect of whom the person was nominated ceases to be the sole member and sole director of the company for any reason other than the death of that director.
(3) If the nomination of a person as a reserve director of a private company ceases to have effect under subsection (2), the company must deliver a notice to the Registrar in accordance with section 645(4).
(4) Subject to compliance with the conditions specified in subsection (5), in the event of the death of the director in respect of whom the reserve director is nominated, the reserve director is to be regarded as a director of the company for all purposes until—
(a) a person is appointed as a director of the company in accordance with its articles; or
(b) the reserve director resigns from the office of director in accordance with section 464, 
whichever is the earlier.
(5) The conditions specified for the purposes of subsection (4) are—
(a) that the nomination of the reserve director has not ceased to have effect under subsection (2); and
(b) that the reserve director is not prohibited by law nor disqualified from acting as a director of the company.

456. Restriction on body corporate being director
(1) This section applies to—
(a) a public company;
(b) a private company that is a member of a group of companies of which a listed company is a member; and
(c) a company limited by guarantee.
(2) A body corporate must not be appointed a director of the company.
(3) An appointment made in contravention of subsection (2) is void.
(4) Nothing in this section affects any liability of a body corporate under any provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) if it—
(a) purports to act as a director; or
(b) acts as a shadow director,

although it could not, by virtue of this section, be appointed as a director.

### Companies Ordinance 《公司條例》

457. Requirement to have at least one director who is natural person
(1) This section applies to a private company other than a private company that is a member of a group of companies of which a listed company is a member.
(2) The company must have at least one director who is a natural person.

458. Direction requiring company to appoint director
(1) If it appears to the Registrar that a company is in contravention of section 453(2), 454(1) or 457(2), the Registrar may direct the company to appoint a director or directors in compliance with that section.
(2) The direction must specify—
(a) the statutory requirement of which the company appears to be in contravention;
(b) subject to subsection (3), the period within which the company must comply with the direction; and
(c) that a failure to comply with the direction is an offence under subsection (6).
(3) The period must not be less than one month or more than 3 months after the date on which the direction is given.
(4) The Registrar may, before the end of the period specified in the direction, by notice in writing extend the period.
(5) The company must comply with the direction by making the necessary appointment or appointments before the end of the period specified in the direction, or, if the period is extended by the Registrar under subsection (4), the extended period.
(6) If a company fails to comply with a direction under this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 6 and, in the case of a continuing offence, to a further fine of $2,000 for each day during which the offence continues.

459. Minimum age for appointment as director
(1) A person must not be appointed a director of a company unless at the time of appointment the person has attained the age of 18 years.
(2) An appointment made in contravention of subsection (1) is void.
(3) Nothing in this section affects any liability of a person under any provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) if the person—
(a) purports to act as a director; or
(b) acts as a shadow director,

although the person could not, by virtue of this section, be appointed as a director.

### Companies Ordinance 《公司條例》

460. Appointment of directors to be voted on individually
(1) This section applies to—
(a) a public company; and
(b) a company limited by guarantee.
(2) At a general meeting of the company, a motion for the appointment of 2 or more persons as directors of the company by a single resolution must not be made, unless a resolution that it may be so made has first been passed at the meeting without any vote against it.
(3) A resolution moved in contravention of subsection (2) is void, whether or not its being so moved was objected to at the time.
(4) Despite the fact that the resolution is void, no provision (whether contained in a company’s articles or in any contract with the company or otherwise) for the automatic reappointment of retiring directors in default of another appointment applies.
(5) For the purposes of this section, a motion for approving a person’s appointment, or for nominating a person for appointment, is to be regarded as a motion for the appointment of the person.

461. Validity of acts of director
(1) The acts of a person acting as a director are valid despite the fact that it is afterwards discovered—
(a) that there was a defect in the appointment of the person as a director;
(b) that the person was not qualified to hold office as a director or was disqualified from holding office as a director;
(c) that the person had ceased to hold office as a director; or
(d) that the person was not entitled to vote on the matter in question.
(2) Subsection (1) applies even if—
(a) the appointment of the person as a director is void under section 456(3) or 459(2); or
(b) the resolution for the appointment of the person as a director is void under section 460(3).