All sections · Part VII: Directors · Sub-Part II: Appointment, Removal and Resignation of Directors
134 董事的任命
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) 公司组织章程大纲的一个或多个认购人或公司组织章程大纲的多数人应在公司成立之日起的九个月内任命公司的第一位董事。
(2) 公司的继任董事可以被任命--。
(a) 除非备忘录或章程另有规定，由成员通过普通决议决定；或
(b) 在章程大纲或细则允许的范围内，由董事决议。
3. 董事的任期应在任命他的决议中规定。
(4) 除非公司的备忘录或章程另有规定，公司的董事可以任命一名或多名董事来填补董事会的空缺。
(5) 为了第(4)款的目的--
(a) 如果一位董事在其任期届满前去世或因其他原因不再担任董事，则董事会出现空缺；以及
(b) 董事不得任命任期超过不再担任董事的人辞职或以其他方式不再担任董事时的剩余任期的董事。
6.董事应继续任职，直至其继任者上任或其提前死亡、辞职或免职。
(2) 公司的继任董事可以被任命--。
(a) 除非备忘录或章程另有规定，由成员通过普通决议决定；或
(b) 在章程大纲或细则允许的范围内，由董事决议。
3. 董事的任期应在任命他的决议中规定。
(4) 除非公司的备忘录或章程另有规定，公司的董事可以任命一名或多名董事来填补董事会的空缺。
(5) 为了第(4)款的目的--
(a) 如果一位董事在其任期届满前去世或因其他原因不再担任董事，则董事会出现空缺；以及
(b) 董事不得任命任期超过不再担任董事的人辞职或以其他方式不再担任董事时的剩余任期的董事。
6.董事应继续任职，直至其继任者上任或其提前死亡、辞职或免职。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Appointment of directors
(1) The subscriber or subscribers to the company‘s memorandum or a
majority of themshall, within nine months of the date of incorporation of
the company, appoint the first director or directors of the company.
(2) Subsequent directors of a company may be appointed —
(a) unless the memorandum or articles provide otherwise, by the
members by ordinary resolution; or
(b) where permitted by the memorandum or articles, by a
resolution of the directors.
(3) A director is appointed for such term as may be specified in there solution
appointing him.
(4) Unless the memorandum or articles of a company provide otherwise, the
directors of a company may appoint one or more directors to fill a
vacancy on the board.
(5) For the purposes of subsection (4) —
(a) there is a vacancy on the board if a director dies or otherwise
ceases to hold office as a director prior to the expiration of his
term of office; and
(b) the directors may not appoint a director for a term exceeding the
term that remained when the person who ceased to be a director
left or otherwise ceased to hold office.
(6) A director holds office until his successor takes office or until his earlier
death, resignation or removal.
majority of themshall, within nine months of the date of incorporation of
the company, appoint the first director or directors of the company.
(2) Subsequent directors of a company may be appointed —
(a) unless the memorandum or articles provide otherwise, by the
members by ordinary resolution; or
(b) where permitted by the memorandum or articles, by a
resolution of the directors.
(3) A director is appointed for such term as may be specified in there solution
appointing him.
(4) Unless the memorandum or articles of a company provide otherwise, the
directors of a company may appoint one or more directors to fill a
vacancy on the board.
(5) For the purposes of subsection (4) —
(a) there is a vacancy on the board if a director dies or otherwise
ceases to hold office as a director prior to the expiration of his
term of office; and
(b) the directors may not appoint a director for a term exceeding the
term that remained when the person who ceased to be a director
left or otherwise ceased to hold office.
(6) A director holds office until his successor takes office or until his earlier
death, resignation or removal.
Amended since 2016
Act 32 of 2021 · 2021-08-02
24. Section 134 of the principal Act is amended —
(a) in subsection (3), by repealing the words “there solution”, and
substituting therefor the words “the resolution”;
(b) by inserting after subsection (6), the following subsections —
“(7) A person shall not be appointed as a director or
alternate director of a company, or nominated as a reserve
director, unless the person has consented in writing to be a
director or alternate director or to be nominated as a reserve
director.
(8) Subsection (7) shall not apply to a director, alternate
director or reserve director appointed or nominated prior to
the commencement of the International Business Companies
(Amendment) Act, 2021.”.
(a) in subsection (3), by repealing the words “there solution”, and
substituting therefor the words “the resolution”;
(b) by inserting after subsection (6), the following subsections —
“(7) A person shall not be appointed as a director or
alternate director of a company, or nominated as a reserve
director, unless the person has consented in writing to be a
director or alternate director or to be nominated as a reserve
director.
(8) Subsection (7) shall not apply to a director, alternate
director or reserve director appointed or nominated prior to
the commencement of the International Business Companies
(Amendment) Act, 2021.”.
Act 13 of 2026 · 2026-08-11
(Summary of Act 13 of 2026, International Business Companies (Amendment) Act, 2026; official text in the Supplement to the Official Gazette of 24 August 2026, pages 148 to 151.) In section 134(1) the words "nine months of" are replaced by "30 days from": the first director must now be appointed within 30 days from incorporation.
