Appointment of directors

Companies are mandated by the Companies and Allied Matters Act (CAMA) to have at least 2 directors. Any company whose number of directors falls below two, shall within one month of its so falling appoint new directors and shall not carry on business after the expiration of one month, unless such new directors are appointed.

Where a director or member of a company is aware that a company continued to carry on business after the number of directors fell below two for more than 60 days, it will be held liable for all liabilities and debts incurred by the company during that period when the company so carried on business.

For people that are first directors of a company, i.e. directors at incorporation, their names and number will be determined in writing by the shareholders or a majority of them. For subsequent appointment of directors, the members of the company at the Annual General meeting have the power to re‐elect or reject directors and appoint new ones.

In the event of all the directors and shareholders dying, any of the personal representatives can apply to the court for an order to convene a meeting of all the personal representatives of the shareholders entitled to attend and vote at a general meeting to appoint new directors to manage the company, and if they fail to convene a meeting, the creditors, if any, can do so.

Where there’s a casual vacancy arising from death, retirement or resignation of a director, the boards of directors have the power to appoint new directors to fill such vacancy and the appointment will be approved by the shareholders at the next Annual General Meeting, and if not so approved, he will cease to be a director.

The directors may increase the number of directors so long as it does not exceed the maximum allowed by the articles.

Where a person not duly appointed by the company acts as a director, he personally and not the company will be held liable for any act he performs in such capacity, unless the company holds him out as a director.

Best regards,

Team 618 Bees.

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