Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
141E. Duty and liability of officers
Official textFrom Attorney General's Chambers, unchanged
A director shall act honestly and use reasonable diligence in the discharge of the duties of his office.
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;
An officer or agent of a company shall not make improper use of any information acquired by virtue of his position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or for any other person or to cause detriment to the company.
officer
"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
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Companies
An officer or agent who commits a breach of any of the provisions of this section -
is liable to the company for any profit made by him or for any damage suffered by the company as a result of the breach of any of those provisions; and
is guilty of an offence and liable on conviction to a fine not exceeding $5,000 or imprisonment for a term not exceeding one year.
This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.
In this section -
"agent" includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company;
"officer" includes a person who at any time has been an officer of the company.
Powers of directors 141E
The business of a company shall be managed by or under the direction of the directors.
The directors may exercise all the powers of a company except any power that this Act or the memorandum and articles of the company require the company to exercise in general meeting.
memorandum
"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
Use of information and advice 141G
Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given by -
Companies
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an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;
a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within such person's professional or expert competence; or
any other director or any committee of directors upon which the director did not serve in relation to matters within that other director's or committee's designated authority.
Subsection (1) applies to a director only if the director -
acts in good faith;
makes proper inquiry where the need for inquiry is indicated by the circumstances; and
has no knowledge that such reliance is unwarranted.
Approval of company required for disposal by directors of company's undertaking or property P 44/2017]
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;
officer
Defined · s 2"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
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Restrictions on Sale of Shares and Offers of Shares for Sale
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Prohibition of Partnerships with More Than Twenty Members
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