This chapter discusses the appointment and removal of directors, including corporate directors, and especially considers the recently enacted requirements for identity verification on appointment and addresses the consequences of appointments where the individual’s identity has not been verified. It also considers directors’ remuneration. This chapter addresses the three classes of directors: the de jure director, the de facto director, and the shadow director. The chapter considers the behaviour which will result in being classified as a de facto or a shadow director, explores the extensive case law on these issues, and identifies the duties and liabilities which attach or potentially attach to each category.
Chapter
7. Board composition—appointment and removal of directors
Chapter
1. Formation, classification, and registration of companies
This chapter considers the mechanics of formation and registration and the various types of companies which may be formed. It looks at the application for incorporation and the issue of the certificate of incorporation. It considers, briefly, alternative vehicles for business, such as partnerships, limited partnerships, and limited liability partnerships. The chapter covers types of registered companies, companies limited by guarantee, private and public companies, re-registration of companies, and groups of companies. It considers the role of the registrar of companies, her objectives and powers, and the requirements for identity verification which will affect directors and people with significant control and any person delivering documents to the registrar.
