Companies Act (Cap. 386)

Companies Act (Cap. 386), article 139

Official PDF on legislation.mt

139. (1) A person shall not be capable of being appointed director of a company unless he has personally signed the memorandum indicating his consent to act as a director or has otherwise signed and delivered t o the Registrar for registratio n a consent in writing to act as such director. (2) Without prejudice to the provi sions of sub-article (1), wher e a director is by the memorandum or articles of a company requir ed to hold a specified share qualifica tion, he shall either sign the memorandum for a number of shares not less than his qualificati on or sign and deliver to the Registrar for registration an undertaki ng in writing to take from the company and pay for his qualification shares: Provided that he shall vacate his office if he fails to obtain his qualification within two months after his appointment, or such shorter time as may be fixed by the memorandum or articles, or if at an y time thereafter he ceases to hold hi s qualification; and he shall be incapable of being re-appointed director of the company until he has obta ined his qualification. (3) Unless otherwise provided in the memorandum or articles of a company, a director of a company other than the first dire ctors shall be appointed by ordinary resolution of the company in gen eral meeting. (4) Where the holders of a particular class of shares have the right to appoint one or more directors, in terms of the memoran dum and articles of the company, suc h appointment shall be made by a member or members holding in the aggregate more than fifty per cent in nominal value of the shar es represented and entitled to vote at the meeting of the holders of the shares of that class. (5) Upon being appointed director of a company, such person shal l be required to declare to the Re gistrar, in the prescribed form , whether he is aware of any circumstances which could lead to a disquali fication from appointment or to hold office as a director of a company u nder the provisions of this Act or in another Member State. COMP ANIES [CAP. 386. 93 Removal of directors and casual vacancies. Amended by: IV . 2003.66; LX. 2021.6.

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Text read from the consolidated PDF published by Legislation Malta. Tables, figures and marginal notes may be incomplete or out of place: the official PDF is authoritative. General information, not legal, tax or accounting advice.