Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
139. Restrictions on appointment or advertisement of director
Official textFrom Attorney General's Chambers, unchanged
A person shall not be capable of being appointed director of a company by the articles, and shall not be named as a director or proposed director of a company in a prospectus issued by or on behalf of the company, or as proposed director of an intended company in a prospectus issued in relation to that intended company, or in a statement in lieu of prospectus delivered to the Registrar by or on behalf of a company, unless, before the registration of the articles or the publication of the prospectus, or the delivery of the statement in lieu of prospectus, as the case may be, he has by himself or by his agent authorised in writing -
director
"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a Companies corporation are accustomed to act and an alternate or substitute director;
signed and delivered to the Registrar for registration a consent in writing to act as such director; and
either -
signed the memorandum for a number of shares not less than his qualification, if any;
taken from the company and paid or agreed to pay for his qualification share, if any;
signed and delivered to the Registrar for registration an undertaking in writing to take from
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Companies the company and pay for his qualification shares, if any; or
made and delivered to the Registrar for registration a statutory declaration to the effect that a number of shares, not less than his qualification, if any, are registered in his name.
Where a person has signed and delivered as aforesaid an undertaking to take and pay for his qualification shares, he shall, as regards those shares, be in the same position as if he had signed the memorandum for that number of shares.
memorandum
"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
On the application for registration of the memorandum and articles of a company, the applicant shall deliver to the Registrar a list of the persons who have consented to be directors of the company and, if this list contains the name of any person who has not so consented, the applicant is liable to a fine of $2,000.
articles
"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
This section does not apply to -
a company not having a share capital;
a private company;
a company which was a private company before becoming a public company; or
a prospectus issued by or on behalf of a company after the expiration of one year from the date on which the company was entitled to commence business.
Terms defined in s 2
articles
Defined · s 2"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
director
Defined · s 2"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a Companies corporation are accustomed to act and an alternate or substitute director;
memorandum
Defined · s 2"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
private company
Defined · s 2"private company" means - (a) any company which immediately prior to 3 1 st December 201 0, being the date of commencement of the Companies Act (Amendment) Order, 201 0 (S 1 18/20 1 O), was a private company; @) any company incorporated as a private company by virtue of section 29; or (c) any company converted into a private company pursuant to section 30, being a company which has not ceased to be a private company under section 30;
prospectus
Defined · s 2"prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase of any shares or debentures of a company;
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
share
Defined · s 2"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
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Restrictions on Sale of Shares and Offers of Shares for Sale
Part
Prohibition of Partnerships with More Than Twenty Members
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