All sections · Part VII: Directors · Sub-Part I: Management of companies
131 事实上的董事
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) 在不影响根据第2条对 "董事 "一词的理解方式的情况下，未被正式任命为公司董事但担任董事职务或管理、指导或监督公司业务和事务的人应被视为公司的董事。
(2) 根据第(1)款被视为公司董事的人，在本法中被称为事实上的董事。
(3) 任何人不得仅仅因为他是公司或其董事的专业顾问而成为公司的事实上的董事。
(4) 如果在任何时候，公司没有正式任命的董事，就本法而言，任何事实上的董事应被视为公司的董事。
(2) 根据第(1)款被视为公司董事的人，在本法中被称为事实上的董事。
(3) 任何人不得仅仅因为他是公司或其董事的专业顾问而成为公司的事实上的董事。
(4) 如果在任何时候，公司没有正式任命的董事，就本法而言，任何事实上的董事应被视为公司的董事。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): De facto directors
(1) Without limiting the manner in which the expression „director“ is to be
read by virtue of section 2 and subject to subsection (3), a person who
has not been formally appointed as a director of a company but who
occupies the position of director, or who manages, directs or supervises
the business and affairs of the company, shall be treated as a director of
the company.
(2) A person who, by virtue of subsection (1), is treated as a director of a
company is in this Act referred to as a de facto director.
(3) A person shall not be a de facto director of a company by reason only of
the fact that he or she gives advice in a professional capacity to the
company or any of the directors of it.
(4) If at any time a company does not have a director who has been formally
appointed as such, any de factodirector is deemed to be a director of the
company for the purposes of this Act.
read by virtue of section 2 and subject to subsection (3), a person who
has not been formally appointed as a director of a company but who
occupies the position of director, or who manages, directs or supervises
the business and affairs of the company, shall be treated as a director of
the company.
(2) A person who, by virtue of subsection (1), is treated as a director of a
company is in this Act referred to as a de facto director.
(3) A person shall not be a de facto director of a company by reason only of
the fact that he or she gives advice in a professional capacity to the
company or any of the directors of it.
(4) If at any time a company does not have a director who has been formally
appointed as such, any de factodirector is deemed to be a director of the
company for the purposes of this Act.
Amended since 2016
Act 32 of 2021 · 2021-08-02
21. The principal Act is amended, by repealing section 131, and
substituting therefor the following section —
Deemed directors
“131. If at any time a company does not have a director, any
person who manages, or who directs or supervises the management
of the business and affairs of the company is deemed to be a director
of the company for the purposes of this Act.”.
substituting therefor the following section —
Deemed directors
“131. If at any time a company does not have a director, any
person who manages, or who directs or supervises the management
of the business and affairs of the company is deemed to be a director
of the company for the purposes of this Act.”.
