BVI Business Companies Act, 2004 Division 2 – Appointment, Removal and Resignation of Directors
111. (1) The following are disqualified for appointment as the director of a company:
(a) an individual who is under eighteen years of age;
(b) a person who is a disqualified person within the meaning of section 260(4) of the Insolvency Act;
(c) a person who is a restricted person within the meaning of section 409 of the Insolvency Act;
(d) an undischarged bankrupt; and
(e) a person who, in respect of a particular company, is disqualified by the memorandum or articles from being a director of the company.
(2) A person who acts as a director of a company whilst disqualified under subsection (1) is nevertheless deemed to be a director of the company for the purposes of any provision of this Act that imposes a duty or obligation on a director.
112. A person shall not be appointed as the director of a company, or nominated as a reserve director, unless he has consented in writing to be a director or to be nominated as a reserve director.
113. (1) The first registered agent of a company shall, within six months of the date of incorporation of the company, appoint one or more persons as the first directors of the company.
(2) Subsequent directors of a company may be appointed
(a) unless the memorandum or articles provide otherwise, by the members; or
(b) where permitted by the memorandum or articles, by the directors.
(3) A director is appointed for such term as may be specified in the resolution appointing him.
(4) Unless the memorandum or articles of a company provide otherwise, the directors of a company may appoint one or more directors to fill a vacancy on the board.
(5) For the purposes of subsection (4),
(a) there is a vacancy on the board if a director dies or otherwise ceases to hold office as a director prior to the expiration of his term of office; and
(b) the directors may not appoint a director for a term exceeding the term that remained when the person who has ceased to be a director left or otherwise ceased to hold office.
(6) A director holds office until his successor takes office or until his earlier death, resignation or removal.
(7) Where a company has only one member who is an individual and that member is also the sole director of the company, notwithstanding anything contained in the memorandum or articles, that sole member/director may, by instrument in writing, nominate a person who is not disqualified from being a director of the company under section 111(1) as a reserve director of the company to act in the place of the sole director in the event of his death.
(8) The nomination of a person as a reserve director of the company ceases to have effect if
(a) before the death of the sole member/director who nominated him,
(i) he resigns as reserve director, or
(ii) the sole member/director revokes the nomination in writing; or
(b) the sole member/director who nominated him ceases to be the sole member/director of the company for any reason other than his death.
114. (1) Subject to the memorandum or articles of a company, a director of the company may be removed from office by resolution of the members of the company.
(2) Subject to the memorandum and articles, a resolution under subsection
(1) may only be passed
(a) at a meeting of the members called for the purpose of removing the director or for purposes including the removal of the director; or
(b) by a written resolution passed by at least seventy five per cent of the members of the company entitled to vote.
(3) The notice of a meeting called under subsection (2)(a) shall state that the purpose of the meeting is, or the purposes of the meeting include, the removal of a director.
(4) Where permitted by the memorandum or articles of a company, a director of the company may be removed from office by a resolution of the directors.
(5) Subject to the memorandum and articles, subsections (2) and (3) apply to a resolution of directors passed under subsection (4) with the substitution, in subsection (3), of “directors” for “members.
115. (1) A director of a company may resign his office by giving written notice of his resignation to the company and the resignation has effect from the date the notice is received by the company or from such later date as may be specified in the notice.
(2) A director of a company shall resign forthwith if he is, or becomes, disqualified to act as a director under section 111.
116. A director who vacates office remains liable under any provisions of this Act that impose liabilities on a director in respect of any acts or omissions or decisions made whilst he was a director.
117. The acts of a person as a director are valid notwithstanding that
(a) the person’s appointment as a director was defective; or
(b) the person is disqualified to act as a director under section 111.
118. (1) A company shall keep a register to be known as a register of directors containing
(a) the names and addresses of the persons who are directors of the company or who have been nominated as reserve directors of the company;
(b) the date on which each person whose name is entered in the register was appointed as a director, or nominated as a reserve director, of the company;
(c) the date on which each person named as a director ceased to be a director of the company;
(ca) the date on which the nomination of any person nominated as a reserve director ceased to have effect; and
(d) such other information as may be prescribed.
(2) The register of directors may be in such form as the directors approve, but if it is in magnetic, electronic or other data storage form, the company must be able to produce legible evidence of its contents.
(3) The register of directors is prima facie evidence of any matters directed or authorised by this Act to be contained therein.
118A. (1) An unlimited company that is not authorised to issue shares shall, on or before 31st March of each year, file an annual return in the approved form of its directors made up to 31st December of the previous year.
(2) An annual return filed under subsection (1) shall be certified as correct by a director of the company or by its registered agent.
119. Subject to the memorandum or articles of a company, the directors of the company may fix the emoluments of directors in respect of services to be rendered in any capacity to the company.
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