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| Directors: Statutory requirements,appointment, |
| www.eduxue.com 来源：不详 更新时间：2006-11-13 【字体：小 大】 |
推荐文章：PACKING 包装
推荐文章简介：
PACKING 包装 We’ll reinforce them with iron straps.我们用铁皮带加固。 We’ll pack the goods 10 dozen to a carton, gross weight around 20 kilos a carton.这种货10打装一箱，每箱毛重约20公斤。 Packing sh
to remain as a resident director
of a company. Those cases typically involve companies
comprising only foreign shareholders and when the resident
director and the foreign controlling shareholder are
appointed merely to satisfy the statutory requirements of
Section 145. The 'reluctant' resident director is in a
precarious position. By the time he decides to resign, the
situation would have become rather unsatisfactory. Quite
frequently, all the foreign shareholders would have stopped
funding the operations of the company by then and ceased all
forms of communication with the 'reluctant resident
director, leaving the latter in a lurch. The 'reluctant'
resident director would then be obliged to continue to
discharge his statutory duties whilst remaining a director
on record, notwithstanding that he may have tendered his
resignation as a director, as such resignation would be
deemed invalid by virtue of Section 145. In the light of
this, one should accept the appointment of a director only
after careful consideration, taking into account the
background, reputation and track record of the relevant
company and its shareholders. One should also apprise
oneself of the statutory duties of a director and be
satisfied that one is in a position to discharge the same
before accepting the appointment.
Section 145 requires the first directors of the company to
be named in the memorandum or articles of association of the
company. The Act does not prescribe the exact manner in
which directors are to be appointed. This is a matter which
will be addressed in the articles of association of the
relevant company. Ordinarily, the directors are elected by
the shareholders at the annual general meeting.
Section 146 of the Act (hereinafter referred to as
"Section 146") provides that a person shall not be named as
a director unless he has manifested his intention to act as
director by executing and lodging the prescribed Form 45
with the Registry of Companies and Businesses, declaring
that he is not legally disqualified from acting and
affirming his consent to act. A failure to observe the
formality prescribed by Section 146 will result in the
relevant person not appearing as a director on official
record. Readers may recall from our previous discussions
(See: Directors: Who are they? Lianhe Zaobao, October 4,
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