• Requirement To Have Directors

    • 144. Companies Required To Have Directors

      (1) A private company must have at least one director.
      (2) A public company must have at least two directors.

    • 145. Companies Required To Have At Least One Director Who Is A Natural Person

      A company must have at least one director who is a natural person.

    • 146. “Director”

      In these Regulations “director” includes any person occupying the position of director, by whatever name called.

    • 147. “Shadow Director”

      (1) In these Regulations “shadow director”, in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act.
      (2) A person is not to be regarded as a shadow director by reason only that the directors act on advice given by him in a professional capacity.
      (3) A body corporate is not to be regarded as a shadow director of any of its subsidiary companies for the purposes of–
      (a) Chapter 2 (general duties of directors),
      (b) Chapter 4 (transactions requiring members’ approval), or
      (c) Chapter 6 (contract with sole member who is also a director),
      by reason only that the directors of the subsidiary are accustomed to act in accordance with its directions or instructions.

    • 148. Direction Requiring Company To Make Appointment

      (1) If it appears to the Registrar that a company is in breach of section 144 (companies required to have directors) or section 145 (companies required to have at least one director who is a natural person) the Registrar may give the company a direction under this section.
      (2) The direction must specify–
      (a) the section of these Regulations of which the company appears to be in breach,
      (b) what the company must do in order to comply with the direction, and
      (c) the period within which it must do so.
      That period must be not less than one month or more than three months after the date on which the direction is given.
      (3) The direction must also inform the company of the consequences of failing to comply.
      (4) Where the company is in breach of sections 144 (companies required to have directors) or 145 (companies required to have at least one director who is a natural person) it must comply with the direction by–
      (a) making the necessary appointment or appointments, and
      (b) giving notice of such appointment or appointments if required under section 157 (duty to notify Registrar of changes),
      before the end of the period specified in the direction.
      (5) If the company has already made the necessary appointment or appointments (or so far as it has done so), it must comply with the direction by giving notice of it under section 157 (duty to notify Registrar of changes) before the end of the period specified in the direction.
      (6) If a company fails to comply with a direction under this section, a contravention of these Regulations is committed by–
      (a) the company, and
      (b) every officer of the company who is in default.
      For this purpose a shadow director is treated as an officer of the company.
      (7) A person who commits the contravention referred to in subsection (6) shall be liable to a fine of up to level 4.