A private limited company shall have one or more directors, each of whom is to be named in the registered Memorandum and Articles of Association of the company.

A director may be removed with or without cause by a majority of shareholders entitled to vote on the matter.

The Law on Commercial Enterprises and Law on Taxation provide the following with respect to a director’s responsibilities and liabilities:

  • directors are liable for complying with registration, filing and publication requirements; including notice of registered office and change of location of registered office; any changes or modifications in company registration;
  • directors (and officers) must 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;
  • directors (and officers) must disclose conflicts of interest;
  • a director who is the last director in the company who resigns before another director has been appointed can be are liable to the company for damage caused by his resignation;
  • directors can be held liable for issuing shares for inadequate consideration;
  • directors can be held liable for financial losses to the company caused by voting for or consenting to resolutions regarding financial matters contrary to the law;
  • directors who know or intentionally cause the company not to declare, or to under declare tax, or to not pay withholding tax, are personally liable for the taxes.

There are no specific duties assigned to the Chairman by law but specific duties may be provided for in the company Articles.


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