- Product
- Pricing
-
Insights
Insights
Explore >
Up to top (this text gets replaced by JS) Up a level (this text gets replaced by JS)
- Discover
- Press Centre
- Articles
- Research and Guides
- Events
- A strategic guide for navigating legal entity compliance in 2025 and beyond
- Remain Legally Compliant in 2025
- Contact Us
Replacing a director isn’t just a vote, it’s a legally sensitive process that demands planning, accuracy, and full regulatory compliance. If handled carelessly, it can lead to delays, rejections, or even penalties.
Company’s Rules and Legal Framework
Every director change must begin with a review of your company’s Articles of Association. These, alongside the Company Law of the People’s Republic of China, define how appointments and removals must be made.
Depending on your company type, whether it’s a WFOE, joint venture, or domestic entity, the right to approve the change may lie with either the shareholders or the board.
Call the right meeting and record the decision
Once you’ve identified the decision-making body, call a formal meeting. Follow your governance rules strictly: issue invitations correctly, ensure quorum, and keep the agenda clear.
The meeting should result in a resolution that:
- The approval of the appointment or removal
- The names of participants
- Voting results
Make sure all attendees sign the meeting minutes, and store them with the company’s official records.
Handle resignations and removals properly
If a director is stepping down, they must submit a written resignation letter. The board needs to acknowledge this and record it in the minutes.
In removal cases, the company must pass a resolution stating the reason and result of the vote. This applies whether the decision comes from the board or the shareholders.
What about the outgoing director?
Even after stepping down, the outgoing director must complete several tasks. They should:
- Return company property and access credentials
- Ensure all relevant documents are filed
- Complete any pending tasks or project handovers
Failure to ensure a proper handover can expose the individual to liability, even after their term ends.
Prepare the appointment package
The incoming director must provide a signed consent to act. In many cases, companies also draft a board service agreement to formalise the appointment.
If the new director is a foreign national, additional documents are required. These may include:
- Passport and ID copies
- A valid Z visa and residence permit (if they will live in China)
Some sectors may also ask for proof of experience, clean criminal records, or specific qualifications.
Submit everything to the AMR
You have 30 days to file the change with the Administration for Market Regulation (AMR). That deadline starts from the effective date stated in the resolution.
Your filing package should include:
- The completed change of director registration form
- A signed copy of the board or shareholder resolution
- The resignation letter (if applicable)
- The new director’s consent and ID documents
Filing is usually done online via the AMR platform. In some cases, paper submissions are still accepted, especially when handled by third-party service providers.
Don’t forget the UBO register
If the new director holds 25% ownership or significant control, the company must update its Ultimate Beneficial Owner (UBO) register. This update should happen alongside the AMR filing.
Failure to keep this register accurate can result in fines and reputational risk, especially during AML reviews.
One change, many implications
In a multinational group, one director’s resignation in China may require updates across jurisdictions. If that individual held roles in other group entities, or had signing authority abroad, you’ll need to coordinate filings globally.
What’s next?
Klea offers tailored solutions to streamline compliance and empower your business. Book a demo today and unlock smarter corporate governance.
For more insights into processes in other jurisdictions, explore our article, Director Changes in Denmark: Legal Steps and Compliance Guide.
Legal Disclaimer
The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalized guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.