PUBLIC COMPANY DIRECTORS

Role
The directors are the persons who will be responsible for managing the business and affairs of the company and for ensuring, along with the company secretary, that the company complies with the Companies Act 1985.

Subject to being removed by the members/shareholders, the directors will control the company.

Number
The company, being a public company, must have at least two directors - section 282(1) of the Companies Act 1985.

There is no upper limit on the number of directors the company may have. However, for practical reasons, UKcorporator will only cater for up to 12 directors.

Relevant factors in choosing
A director of a public company:



may also be a member/shareholder of the company;



need not be a natural person - a company or Scottish firm may be appointed as a director of another company. This is implicit in various provisions of the Companies Act 1985 (e.g. sections 289(1) and 305(4));



need not have any special formal qualifications;



must not have been disqualified by a court from acting as a company director (unless he or she has been given leave (permission) by a court to act as a director for a particular company);



must not be an undischarged bankrupt (except with leave of the court) - section 11(1) of the Company Directors Disqualification Act 1986;



in the case of a company proposed to be registered in Scotland (as opposed to 'England and Wales') - must not be under the age of 16 - section 1(1)(a) of the Age of Legal Capacity (Scotland) Act 1991;



in the case of a company proposed to be registered in 'England and Wales' (as opposed to 'Scotland') - need not be of any particular minimum age, however, careful consideration should be given as to whether a proposed director who is a minor, has the legal capacity to consent to act as a director and to carry out the duties of a company director;



must not be over the age of 70 unless specifically approved by a general meeting of the company - section 293 of the Companies Act 1985;



may be a non-British national - however, it is possible that UK immigration laws may restrict the work activities which such a director may undertake whilst in the UK. If in doubt, advice may be sought from the Home Office Immigration and Nationality Directorate; and



may, under the Companies Act 1985, be from an overseas country (i.e. outside of England, Wales or Scotland in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts). Nevertheless, this general proposition may be subject to any applicable foreign investment rules which may apply from time to time.
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