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Appointment And Removal Of Directors Notes

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Core Module: BLP Paper A

Company Law - Private Limited Companies Appointment and Removal of directors IN EXAM: remember to advise Director in BOTH his capacities as office holder and employee of the company

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Appointment of director Professional Conduct issue: Who is your client? The company or the individual director being appointed or removed?

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First director (office holder)

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S.9 - first director's will be persons names as directors in the statement of proposed officers. On incorporation they will become directors automatically. S.154 - private company m have at least ONE director S.155 - ONE director must a natural person S.157 - director who is natural person must be at least 16 years of age.

Procedure of appointment:

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Form NI01 - proposes office holde

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Appointment of director occurs upo registration / incorporation of the company
[S.9]
Subsequent directors (Office holders)

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Executive directors

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1 Model Article 17: Ordinary resolution by shareholders or a Board decision by directors. Procedural requirements will be in the articles Any person seeking appointment as director must sign a form indicating their consent to act as a director. NOTE: is there a 'qualifying share' the Special Articles?

Director is a EMPLOYEE as well a OFFICE HOLDER Appointment is a contractual relationship S.188 CA 2006 - Directors' long te

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