Company Directors

Company Directors 

The Companies Ordinance (Cap. 622) and the Companies (Model Articles) Notice (Cap. 622H) provide that a person can be disqualified from acting as a director if they are mentally incapacitated. 

1. Automatic Vacation of Office 

For companies adopting the Model Articles, mental incapacity triggers an automatic vacation of office. Under Articles 25(c) of the Model Articles for Private Companies Limited by Shares and –Article 27(c) of the Model Articles for Public Companies Limited by Shares, a person ceases to be a director if they become “mentally incapacitated”.  If a director becomes mentally incapacitated, they are required to vacate office immediately by cessation of office.    

2. Statutory Removal by Shareholders 

Under the Companies Ordinance (CO), the company retains a statutory right to remove a director (regardless of mental capacity) by Ordinary Resolution under Section 462 of the CO. 

3. Court Disqualification 

Under Section 168H of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), the court may make disqualification orders against directors of insolvent companies who are unfit.