Companies Act (Cap. 386)
Companies Act (Cap. 386), article 147
147. (1) The personal liability of the directors in damages for
any breach of duty shall be joint and several:
Provided that where a particul ar duty has been entrusted to
one or more of the directors, only such director or directors s hall be
liable in damages.
(2) A director shall not be liabl e for the acts of his co-direct ors
if he proves either -
98 CAP. 386.] COMP ANIES
(a) that he did not know of the breach of duty before or at
the time of its occurrence and that on becoming aware
of it after its occurrence he signified forthwith to the
co-directors his disse nt in writing; or
(b) that, knowing that the co-directors intended to commit
a breach of duty, he too k all reasonable steps to
prevent it.
Provisions as to
liability of officers
and auditors.
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