Any International Business company (IBC) shall at all times have at least one director. The business affairs of a company shall be managed by, or under the director’s management or supervision of the company directors as well as the company directors have all the powers necessary for director’s management and for directing and supervising the business affairs of the company. In addition to the directors are subject to any modifications or limitations in the memorandum or articles.
1. Management by directors
1. The company’s articles of incorporation may set the maximum number of company directors, if necessary.
2. Any person who controls, directs, or oversees the management of the company’s business operations is presumed to be a director of the company for the purposes of these Regulations if the company at any time lacks a business director.
2. Director’s committees
1) The directors may, according to the memorandum and articles and a clause,
a) Choose one or more business directors committees, each with a set number of directors; and
b) Grant the committee any one or more of their powers.
2) Despite anything to the opposite in the memorandum or articles, the business directors are not permitted to provide a committee of directors the following authority:
a) To appoint committees of the business directors; to
b) Change the memorandum or articles; to
c) Grant authority to a committee of directors;
d) To elect or dismiss directors;
e) Designate or discharge a registered agent;
f) To consent to a merger, consolidation, or arrangement plan;
g) To declare solvency in the allowed financial instruments for the purposes of the regulation. either create or accept a liquidation plan;
h) To establish the Resolution’s Regulation, which authorizes the Company to distribute to Members the right amount and at the proper time. After a planned distribution, the corporation will immediately pass the solvency test.
3) When given permission by the board of company directors, a committee of directors may create a subcommittee and grant the subcommittee authority to act on the committee’s behalf.
4) Unless they had a good faith belief at all times prior to the exercise of the power that the committee would exercise the power in accordance with the obligations imposed on company directors by these Regulations, the company directors who delegate their powers to a committee of the business directors under subsection (1) remain responsible for the exercise of those powers by the committee.
5) The authority that the company directors are not permitted to grant to a committee of directors may be added to subsection (2) by RAK ICC.
3. Persons unqualified for appointment as director:
1) The following individuals are ineligible to be appointed as company directors:
a) A person who is under the age of 21;
b) A person who is known to be unable to serve as a director (or in a position of a comparable nature) under the rules of any jurisdiction (other than simply because they are younger than 21);
c) An unliquidated bankrupt;
d) A person who, with relation to a certain company, is prohibited from serving as a company director by the memorandum or articles;
e) A person who the Registrar deems unfit or unable of acting as a director due to capacity or in any way, including where that person:
1) Was found guilty of a crime; 2) Is consistently in violation of any applicable law or regulation’s requirements;
3) Has otherwise committed any fraud in regard to the company or any breach of his duty as such an receiver, liquidator, officer, or administrative receiver while serving as the company’s officer, liquidator, receiver of the company’s property, or administrative receiver;
4) Is or has been a business director of a company that has ever gone bankrupt (whether while he was a director or later), and his actions as a director of that company, either alone or in combination with his actions as a director of any other company or companies, render him unfit to be involved in the management of a company;
f) A corporation whose managing directors include any of the individuals listed in paragraphs (a) to (e).
2) A person who violates paragraph and continues to serve as a company director. Nevertheless, for the purposes of any provision of these Regulations that places a duty or obligation on a director, (1) is still considered to be a business director.
3. For the avoidance of doubt and subject to subsections (1) and (2), a director need not be a natural person, but a business must have at least one natural person as a director.
4. After the Commencement Date, a Former Regulations Company may not appoint a non-natural person to be a director unless the Former Regulations Company has at least one director who is a natural person. This is true even if the Former Regulations Company’s board of directors on the Commencement Date did not include at least one natural person.
4. Role of the director
A person must agree in writing to being a director, exchange director, or reserve director before they can be appointed as a director, alternative director, or nominated as a reserve director.
5. Appointment of directors
1. By a decision passed by the members, the company’s first directors shall be chosen from among its members.
2. A resolution of the members may authorize the appointment of a new director to fill a vacancy on the board. The memorandum and articles of directors’ position in a business may grant one or more members the sole power to nominate and remove one or more designated directors in writing, whether individually or jointly, even though such members or members lack the necessary voting rights to do so by resolution. 3. A company’s next director could be selected as follows:
a) By the members, unless the memoranda or articles specify otherwise; or
b) Were allowed by the articles or memorandum, by the directors;
c) Were allowed by the memorandum or articles, without a resolution of members, by written notice of a specific member identified in the memorandum or articles (to the company and all other members).
4. The length of a director’s appointment is indicated on that person’s appointment.
5. A bulk of the remaining directors of a business could appoint one or more directors to fill a vacancy on the board unless the company’s memorandum or articles state otherwise.
6. About subsection
If a director passes away, ceases to exist (in the case of a director who is not a natural person), or otherwise stops serving as a director before the end of his term of office, there is a vacancy on the board; and
7. Regardless of a board vacancy, the surviving director may continue to serve.
8. The director’s position is in effect until his or her successor assumes the post or until the earlier of their passing, resignation, or removal.
9. Notwithstanding anything stated in the memorandum or articles of incorporation, a company with a single natural person member who also serves as the sole director may, by a written instrument, appoint a person who is not barred from serving as a director of the company as a reserve director to serve in the sole director’s capacity in the event of his death.
10. A person is no longer eligible to serve as a reserve business director of the company if: before the passing of the lone member or director who made the nomination
1) He leaves his position as reserve director;
2) Withdraws the nomination in writing as the lone member or director;
3) If, other than his death, the sole member or company director who nominated him no longer qualifies as such.
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