According to the Companies Act every company must have at least one Director. A limited company must have at least two officers. Therefore, a sole director cannot also be the secretary. However, it is possible for the company secretary to also be a director of the company if another director or secretary is also appointed.

Generally it is up to the members (shareholders) to appoint the people they believe will run the company well on their behalf. Except for occasional restrictions imposed by the government on the activities of certain foreign nationals, a director can be of any nationality and can live any where in the world.

The directors are responsible for the management of the company. While their powers can be restricted by the company’s articles they can, in most cases do anything that the company can do. With these powers, come responsibilities. Since the directors can act as and for the company, they must ensure that the company does everything that it is obliged to do by law and that the decisions they make are in the best interests of the company. In this context the interests of the company are those of the shareholders as a whole. These may be different from the interests of customers, employees, individual shareholders or the directors themselves.


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