BVI Company Registration and Maintenance Guide (11) – Directors and Officers

Management by Directors

Subject to any limitations or provisions to the contrary in its memorandum or articles of association, the business and affairs of a company incorporated under IBC Act shall be managed by a board of directors that consists of one or more persons who shall be individuals or companies.

Election, Term and Removal of Directors

The first directors of a company incorporated under IBC Act shall be elected by the subscribers to the memorandum; and thereafter, the directors shall be elected by the members for such term as the members may determine, and where permitted by the memorandum or articles of a company incorporated under IBC Act, the directors may also elect directors for such term as the directors may determine.

Each director holds office until his successor takes office or until his earlier death, resignation or removal. Subject to any limitations or provisions to the contrary in its memorandum or articles a director may be removed from office by a resolution of members or by a resolution of directors; and a director may resign his office by giving written notice of his resignation to the company and the resignation has effect from the date the notice is received by the company or from such later date as may be specified in the notice. Subject to any limitations or provisions to the contrary in its memorandum or articles, a vacancy in the board of directors may be filled by a resolution of members or of a majority of the remaining directors.

Optional Register of Directors

A company incorporated under IBC Act may keep a register to be known as a Register of Directors containing the names and addresses of the persons who are directors of the company; the date on which each person whose name is entered in the register was appointed as a director of the company; and the date on which each person named as a director ceased to be a director of the company. The register of directors may be in such form as the directors approve, but if it is in magnetic, electronic or other data storage form, the company must be able to produce legible evidence of its contents. A copy of the register of directors, commencing from the date of the registration of the company, shall be kept at the registered office of the company. The register of directors is prima facie evidence of any matters directed or authorized by IBC Act to be contained therein.

Number of Directors

The number of directors shall be fixed by the articles of association and, subject to any limitations or provisions to the contrary in its memorandum or articles, the articles may be amended to change the number of directors.

Powers of Directors

The directors have all the powers of the company that are not reserved to the members under IBC Act or in the memorandum or articles.

Emoluments of Directors

Subject to any limitations or provisions to the contrary in its memorandum or articles, the directors may, by a resolution of directors, fix the emoluments of directors in respect of services to be rendered in any capacity to the company.

Committees of Directors

The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors. Subject to any limitations or provisions to the contrary in its memorandum or articles, each committee has such powers and authority of the directors, including the power and authority to affix the common seal of the company, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority with respect to the matters requiring a resolution of directors.

Alternates for Directors

Subject to any limitations or provisions to the contrary in its memorandum or articles, a director may by a written instrument appoint an alternate who need not be a director. An alternate for a director appointed is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in the place of the director.

Officers and Agents

The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the company. Subject to any limitations or provisions to the contrary in its memorandum or articles, each officer or agent has such powers and authority of the directors, including the power and authority to affix the common seal of the company, as are set forth in the articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the matters requiring a resolution of directors under IBC Act. The resolution of directors appointing any person to be an agent of the company may authorize the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the company.

Standard of Care

Every director, officer, agent and liquidator of a company incorporated under IBC Act, in performing his functions, shall act honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

No provision in the memorandum or articles of a company incorporated under IBC Act or in any agreement entered into by the company relieves a director, officer, agent or liquidator of the company from the duty to act in accordance with the memorandum or articles or from any personal liability arising from his management of the business and affairs of the company.