DIRECTORS

There are very few provisions in the Companies Act with regard to directors. All Companies Act companies ("CapCos") having a share capital are required to file details either of the directors of the company or of those who occupy the position of directors within the company with their annual return.

Every company not having a capital divided into shares is required to keep a register of directors at its registered office and send a copy to the Registrar of Companies. The register should be updated whenever a change takes place, whereas a company with share capital only needs to provide the Registrar with information as to directors once a year.

The Companies Act contains no provisions about directors' meetings and resolutions which, therefore, allows for a certain amount of flexibility as to these provisions in the Articles.

SHARES

Shares can be issued without being fully paid. They are deemed to be held subject to payment of the full amount in cash unless payment is to be in a form other than cash. Shares redeemable at the option of either the company or the holder may be issued, but a redemption can only take place after the filing of a solvency declaration with the Registrar. Shares can be held by nominees.

REGISTER OF MEMBERS

Every company has to keep a register of members at its registered office which must be open for inspection. In the case of a company with a capital limited by shares, the register of members must include a statement of the shares held by each member.

ANNUAL RETURN

A company having a capital divided into shares is required to file an annual return with the Registrar. This must include full details of the share capital, shareholders and directors. In addition, a public company must file an audited balance sheet and provide details of redeemable shares whilst a private company must file a certificate that it has not breached any of the conditions permitting it to be a private company.

REGISTER OF DIRECTORS

Every company, not having a capital divided into shares, is required to keep a register of directors at its registered office and to file a copy of the register and any changes with the Registrar.

SHAREHOLDERS' MEETINGS

Every CapCo must hold a general meeting of members within four months of incorporation. Every company also has to hold a general meeting at least once a year.

SHAREHOLDERS' RESOLUTIONS

The Companies Act provides for special resolutions of members which have to be passed by three-fourths of the members of the company entitled to vote. Most matters requiring a resolution of members under the provisions of the Companies Act require a special resolution.

An ordinary resolution is not defined under the Companies Act but is passed by a simple majority of those present at the meeting and voting.

REGISTER OF MORTGAGES AND CHARGES

Every limited CapCo has to keep a register of all mortgages and charges affecting property of the company which has to be open to inspection by any creditor or member of the company at all times.

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