Eligibility

Algerian company law does not set legal limitations on who can be a director of a joint stock company. In addition, there are no nationality or residency restrictions.

As a matter of principle, the directors must be natural persons. However, a legal entity may be appointed as director if it designates a permanent representative (representant permanent) which should be a natural person.

A director must be a natural person who is at least 18 years of age. For a proprietary company, at least one director must ordinarily reside in Australia.

A director must be at least 18 years old, but there are no nationality or residency restrictions (for corporate law purposes).  It is not possible to appoint legal entities as directors, only individuals.

Generally speaking, there are no nationality, residency restrictions or other barriers which may prevent a foreign national being appointed a director under local law.

There are no nationality or residency requirements imposed on directors. It is also possible to have a legal entity (Belgian or foreign entity) appointed as director - in which case however the legal entity must appoint a “permanent representative” (i.e. a natural person who represents that legal entity when carrying out the director’s mandate in the company). Note that a natural person cannot have a seat in the same management organ twice (i.e. in their own name and as a permanent representative of a legal entity).

A director must be at least 18 years old. At least one director in the board of directors must be resident in Botswana however there are no nationality restrictions.

The following persons are disqualified from being appointed or acting as directors of a company:

• A body corporate.
• A person who is under the age of 18.

Except with the leave of the court:

• A person whose estate is sequestrated as insolvent.
• An unrehabilitated insolvent in Botswana or elsewhere.
• Any person who has at any time been convicted in Botswana or elsewhere of theft, fraud, forgery or altering a forged document, or perjury and has been sentenced therefore to serve a term of imprisonment without the option of a fine or to a fine exceeding BWP5000.
• Any person removed by a competent court from an office of trust on account of misconduct.

Other disqualifications:

• In relation to a particular company, any person who does not comply with any qualifications for directors contained in the constitution of that company.
• Any person who is prohibited by law from being a director or promoter or being concerned or taking part in the management of a company.
• Any person of unsound mind.

The following persons cannot be appointed as board members:

• Minors (aged less than 18 years old).
• Directors whose appointment has been revoked due to the rejection of the balance sheet by a shareholders' meeting.
• Persons with certain criminal records (including bankruptcy crime) and those who are debtors in a bankruptcy liquidation process (procedimiento concursal de liquidación).
• Authorities regarding entities that they, directly and in accordance with the law, supervise or control.

There are other restrictions applying to directors of listed (open) corporations or their affiliates, such as being a senator, congressman, state minister, CMF (Comisión para el Mercado Financiero) officer, stockbroker, etc and other criteria applying to independent directors, as noted above.

Directors may be local or foreign, except in the case of certain industries.

From an antitrust standpoint, article 3 letter d) of the Competition Act (Law Decree No. 211 of 1973 and its amendments) prohibits interlocking, meaning the simultaneous participation of the same individual in relevant executive positions or as a director at two or more competing companies. This conduct is a violation of the Competition Act when the corresponding companies and their business groups have separate annual earnings coming from the business purpose exceeding 100,000 Unidades de Fomento (approx. USD 4,200,000).

A director must either be a natural person with full legal capacity or a legal person. If a legal person is appointed, it must authorise a natural person to represent it in the body (i.e. be the director); otherwise, the legal person is represented by a member of its governing body. Any such authorised person must fulfil all the eligibility requirements applying to a natural person who wishes to become a director.

Furthermore, a director has to be a person not lacking integrity within the meaning of the Czech Trade Licensing Act, must not have anything which is an obstacle to a trade and must not be a person whose property (or the property of a company in which the director has worked or has held the same position in the last three years) has been the subject of insolvency proceedings.

A director is required to be at least 18 years old and must not be under guardianship. A director may only be a natural person and thus a corporate director is not feasible under Danish law. Foreign individuals may be elected as directors as there are no nationality or residency requirements to be met to be eligible for election.

A director must not be under 18 years old, under guardianship, a person with restricted legal competency, bankrupt or a person banned from doing business.

At least one ordinary member and one deputy member of the board of directors must be resident in the European Economic Area (EEA).  A managing director (and any substitutes) must be resident in the EEA. However, the Trade Register Authority can grant dispensation from this requirement.

It is not possible to have a corporate director.

French law does not provide for any restriction relating to the President or any General Manager/Delegated General Manager, therefore they:

• May be an individual or a legal entity.
• May be of French or non-French nationality.
• Need not have specific qualifications.

(The President of the SAS must be of age (18 years) or an emancipated minor. There is no upper age limit.)

The bylaws of the company may impose any of these types of restrictions though.

French law provides that when the director of an SAS is a legal entity, the representative of such legal entity may incur similar civil and criminal liability as if it were director of the SAS in its own name.

A managing director must be a natural person and contractually capable without any restriction, i.e. at least 18 years old.

There are no restrictions as to nationality. However, if the company only has managing directors who are not resident in Germany, this may cause tax residency issues for the GmbH as it may not be considered as tax resident in Germany. In order to qualify as a German tax resident for double taxation purposes, the place of effective management of the GmbH needs to be in Germany. Such place of effective management is the place where the material decisions with respect to the company’s day to day business are actually taken. In particular, decisions of the management should therefore be taken and recorded in Germany. In order to avoid attention from the tax authorities and potential negative tax consequences, it is thus preferrable to have at least one managing director with residency in Germany.

Persons who have been convicted for certain crimes such as a delayed filing of insolvency (Insolvenzverschleppung), other insolvency crimes, false declarations when founding a limited liability company or fraud within the past five years are not eligible to become a managing director.

Anyone can be a director other than infants (defined under Act 992 as persons under the age of 18 years), persons adjudged to be of unsound mind, corporate bodies, persons who have by a court order been prohibited from acting as directors or promoters or taking part in the management of a company for fraud, dishonesty, insider trading or other criminal offences (or are automatically disqualified from becoming a director for the relevant periods provided by Act 992 for such offences) and undischarged bankrupts. The constitution of a company may also specify classes of persons who are incompetent to become directors of that company. 

There are no nationality restrictions to appointment as a director, however, at least one director of a company must at all times be resident in Ghana.

There are no nationality or residency requirements, but the following eligibility requirements should be noted.

A director must be at least 18 years old.

A person who is an undischarged bankrupt must not act as director of a company, except with the leave of the court. Also, any person who has been disqualified from acting as a director must not act as a director. The company’s articles of association will also usually provide for additional eligibility requirements.

It is possible for a company (the "Company") to have a corporate director, although at least one other director must be a natural person and the Company cannot be a member of a group of companies which includes a listed company.

Directors must meet the following criteria:

• They must be of legal age and have full legal capacity.
• They must not be prohibited from practicing their profession by a final judgment; any person who has been prohibited by a final judgment from practicing a specific profession cannot serve as a director of a company that is engaged in the activity indicated in the judgment.
• They must not be subject to a disqualification order.

Any person who has been sentenced to imprisonment by a final judgment for committing a crime cannot be a director until released from the consequences of having a criminal record.

If the director is a legal person (e.g. a company), it must designate a natural person (individual) to perform the director’s functions in its name and on its behalf. The rules applicable to directors shall also apply to this designated person.

In general, Hungarian law does not prescribe nationality or residency requirements for directors in a Hungarian company. However, sectoral legislation may set specific requirements (e.g. the board of directors of Hungarian banks must include at least two directors who are Hungarian residents for foreign exchange purposes).

A director can be any individual who has the capacity to perform legal actions and within five years prior to their appointment has not been declared bankrupt, been the director of a commissioner that has been adjudicated to cause a company’s bankruptcy, or has been sentenced for a criminal offence that has caused financial loss to a state and/or a loss related to the financial sector (ie banks, non-banking financial institutions or capital market institutions) or other sectors related to the collection and management of public funds.

In certain highly regulated industries such as banking and insurance, certain requirements apply, and a fit and proper test is required for the candidate director.

Foreigners can generally be a director, except for the position of human resources director which shall be held by an Indonesian citizen. There is no general requirement for a foreign director to reside in Indonesia.

A director must be at least 18 years old, but there are no nationality or residency restrictions.  It is not possible to have a corporate director in Ireland.

OHADA company law does not provide for any restriction relating to the nationality or residency of the directors or managers of a company, whether it is structured as a SA or a SARL. However, such a restriction can be found in some sector specific laws.

Likewise, unless otherwise provided for by a sector specific law, there is no requirement for a particular qualification. A director must be at least 18 years old or at the very least 16 years old if emancipated.

Non shareholders are eligible for appointment in the management structure of SA and SARL companies respectively. Similarly, legal entities may be a board member in a SA company, however they cannot be appointed as directors in an SARL company.

The board of directors in a SA company must appoint a chief executive officer from among its members. The chief executive officer must always be a natural person.

OHADA company law limits the capacity of a director to hold several offices in different companies and also the ability to renew their mandate for an indefinite term.

A director must be at least 18 years old, but there are no nationality or residency restrictions. It is possible to appoint a company as director.

A recent change in Italian corporate law requires any persons assuming the office of director of a limited liability company or of a joint stock company to declare, before their appointment, the absence of any causes of ineligibility stated under article 2382 of the Italian Civil Code and of disqualification from the office of director adopted in a State member of the European Union. Article 2382 states that the following persons cannot be appointed as directors and, if appointed, must cease from their office: (i) persons who are subject to disqualification (interdetti); (ii) persons who are subject to disablement (inabilitati); (iii) persons who undergo bankruptcy; or (iv) those individuals who have been sentenced to a punishment entailing interdiction from public offices or the incapacity to assume managerial offices (uffici direttivi).

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There are no nationality or residency restrictions to become a director.

It is not possible to have corporate directors (ie legal persons as director). In addition, the Companies Act prevents the following persons from being a director:

• A person who has been sentenced to a penalty for violating the Companies Act or certain other laws, for whom two years have not passed from the date when the execution of the penalty was completed or when the penalty no longer applied.
• A person who violated other laws, who was sentenced to imprisonment or a more severe penalty and has not completed the execution of the penalty or to whom the penalty still applies (excluding a case where the execution of the penalty is suspended).
• An adult ward, a person under curatorship under Japanese law (unless certain conditions are met, such as consent by an adult guardian).

Any person aged 18 years and above can be appointed a director. The Companies Act does not prescribe an age at which directors should retire.

It is possible to have a corporate director, although at least one director of a company must be a natural person.

There are no restrictions on nationality or residency on the appointment of a director. Some sectoral laws such as those relating to insurance require that at least one-third of directors are local directors. This limits the number of foreigners that may be appointed to the Board of an insurer.

Adjudged bankrupts are disqualified from appointment as directors without approval from the court. Persons may also be disqualified by a court order for reasons such as conviction of an offence, fraud, insolvency of the company among others. The company may also disqualify certain persons through its articles of association or shareholders’ agreement.

The manager can be a shareholder, a third party, a natural or a legal person, having full legal capacity to act. Any person of legal age (or emancipated minor) may be a manager.

From a legal perspective, there are no nationality restrictions or requirements applying to managers.

Any natural person aged 18 years and above can be appointed a director.

Adjudged bankrupts and person adjudged of unsound mind are disqualified from appointment as directors.

Any individual can be a director of a company, even shareholders/partners. The only persons that are not allowed to be appointed to such position are those that are disqualified by law from practicing commercial activities, such as (i) notaries, (ii) public accountants, (iii) customs agents, (iii) judges, (iv) inmates for patrimonial crimes, and (v) unrehabilitated bankrupts.

Nevertheless, some types of Mexican commercial entities, particularly those that are supervised by Government Financial Agencies, including the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público), the Mexican National Banking and Securities Commission (Comisión Bancaria y de Valores) (CNBV) and the Mexican Central Bank (Banco de México), among others, are subject to a special framework which makes it mandatory for them to appoint independent directors. Independent directors must fulfill certain minimum requirements that ensure their status as independent directors. Those that do not fulfill those requirements cannot be independent directors.

A director must be a natural person, however there are no nationality restrictions.

Membership of the board of directors is not required. When not a member of the board of directors, the Chief Executive Officer attends meetings of the board of directors without the right to vote.

Any natural person with full legal capacity (and is, at least, 18 years old), may be a director, regardless of their nationality.

The New CCom also allows a legal person to be appointed as director, provided that such legal person designates a natural person to exercise the office. The legal person will be jointly and severally liable with the person it designates in respect of the acts practised by the latter.

A person is ineligible to be a director (and is automatically disqualified) if such person:

• is barred from the exercise of such office by special laws, including those governing the securities market;
• has been convicted of insolvency crimes, corruption and related crimes against the economy and consumers´ rights; and
• has been convicted of the crime of forgery of an authentic instrument, and to a criminal sanction that prohibits, even temporarily, the exercise of public office.

Any person not disqualified from holding office as a director under the Companies Act may be appointed as director. According to the Companies Act, the following persons are disqualified from being appointed or acting as a director of a company:

• a body corporate;
• a minor or any other person under legal disability;
• any person who is the subject of any order under the Companies Act or deemed to have been issued under the Companies Act disqualifying them from being a director; and
• save under the authority of the Court:
  • an unrehabilitated insolvent;
  • any person removed from an office of trust on account of misconduct;
  • any person who has been convicted of insider trading or any other fraud-on-the-market offence; and
  • any person who has been convicted, whether in Namibia or elsewhere, of theft, fraud, forgery or uttering a forged document, perjury, an offence under any law for the prevention of corruption, or any offence involving dishonesty or in connection with the promotion, formation or management of a company, and has been sentenced to imprisonment without the option of a fine or to a fine to the equivalent of or exceeding N$1 000.00

Directors can be legal entities or natural persons, however, non-executive directors (in case of a one-tier board) and supervisory directors (commissarissen) (in case of a two-tier board) must be natural persons. The articles of association may restrict the scope of and requirements for persons eligible for appointment as a director. Such requirements may be waived by a resolution of the general meeting.

From a corporate law perspective, there are no residency requirements for directors. However, often tax substance rules require that at least 50% of the directors are actually Dutch (tax) resident.

In the event that a company, for two consecutive years, meets certain criteria under the Dutch law and accounting rules concerning its asset value, turnover and number of employees (Qualifying Company), restrictions with respect to the appointment of directors are applicable. These restrictions are applicable when a company, for two consecutive years, meets at least two of the three following criteria:

• An asset value exceeding EUR20 million.
• A net turnover exceeding EUR40 million.
• At least 250 employees.

In a Qualifying Company, a person cannot be appointed as a director (other than a non-executive director or a supervisory director) when such person is either:

• A supervisory director or a non-executive director for more than two other Qualifying Companies.
• In the case of a two-tier board structure, the chair of the supervisory board or, in the case of a one-tier board structure, the chair of the board of directors, of another Qualifying Company.

A person cannot be appointed as a non-executive director or supervisory director when such person is non-executive director or a supervisory director for five or more other Qualifying Companies. An appointment as chair counts as two appointments.

Furthermore, a Qualifying Company is obliged to adopt a plan on how to achieve an improved balance between the number of women and men appointed as executive directors, non-executive directors or supervisory directors. A Qualifying Company shall inform the Dutch Social and Economic Council (Sociaal-Economische Raad) annually about the effects of such plan so far.

Any person who is:

• 18 years or older
• not an undischarged bankrupt
• not subject to a property order under the Protection of Personal and Property Rights Act 1988
• not prohibited from being a director, general partner or promoter under certain statutory provisions (including the Act, the Financial Markets Conduct Act 2013, the Takeovers Act 1993 and the Insolvency Act 2006), and
• not prohibited from being involved in the management of a company or limited partnership under certain statutory provisions (including the Act, the Financial Markets Conduct Act 2013, the Takeovers Act 1993 and the Insolvency Act 2006),

may be a director of a limited liability company.

In addition to the above, every limited liability company in New Zealand must have at least one director who either lives in New Zealand or who lives in Australia and is also appointed as a director of a company incorporated in Australia.

There are no nationality or residency restrictions. However, a foreign director must have a duly issued Combined Expatriate Residence Permit and Aliens Card (CERPAC) where the director provides a Nigerian address as their residential address. Additionally, a director must be at least 18 years of age, must be of sound mind, must not have been removed or suspended from the board of another company, convicted of any offence related to the management or winding up of a company and must not be insolvent. A director must also not have been disqualified by the courts or a regulatory authority.

A corporation cannot be a director and must appoint a representative.

Only persons over the age of 18 may be elected as members of the board of directors.

At least 50% of board members must reside in an EEA state, the United Kingdom of Great Britain and Northern Ireland, or the Swiss Confederation. If appointed, the general manager must also reside in an an EEA state, the United Kingdom of Great Britain and Northern Ireland, or the Swiss Confederation. It is not possible to have a legal person (e.g., a company) serving as a member of the board of directors or as a managing director.

Anyone employed in the company at the date of election may serve as an employee representative and anyone employed in the company on the election date may vote on their election.

Requirement for gender representation on the board of directors

For private limited liability companies (AS) (and certain other legal entities) of a certain size (measured in income and number of employees on the balance sheet date of the company’s annual accounts), new requirements for gender representation on the board of directors were introduced from 1 January 2024. For such companies that have at least three board members, the new requirements (which vary depending on the number of board members) mean that a maximum of between 67 and 50 per cent of these board members may be of the same gender. In practice, the requirement means that the board of directors in companies subject to the gender composition requirements must have at least 40 per cent of each gender represented on the board.

There are transitional provisions which provide for a gradual introduction of these requirements:

1. companies with operating revenues and financial revenues that cumulatively exceed NOK 100 million have until 31 December 2024 to comply;
2. companies with more than 50 employees have until 30 June 2025 to comply;
3. companies with more than 30 employees have until 30 June 2026 to comply;
4. companies with operating revenues and financial revenues that cumulatively exceed NOK 70 million have until 30 June 2027 to comply; and
5. companies with operating revenues and financial revenues that cumulatively exceed NOK 50 million have until 30 June 2028 to comply.

There are separate requirements for gender composition of deputy board members, and for board members and deputy members elected by and from among the employees.

The legal impediments for an individual to be a director are the following:

• Those persons incapable.
• Persons who are bankrupt.
• Persons that due to their position or duties are barred from engaging in commerce.
• Officials and public servants serving in public bodies whose functions are directly linked to the economic sector in which the company conducts its business activity, except if they represent the Government´s participation in those companies.
• Persons who have pending litigation with the company as plaintiffs or who are subject to a corporate liability action initiated by the company and those who are prevented by mandate of an injunction issued by a judicial or arbitral authority.
• Persons who are directors, administrators, legal representatives or agents of companies or partners of partnerships that have interests permanently opposed to the company or who personally have permanent opposition to its interests.

A management board member must be at least 18 years old (full legal capacity), but there are no nationality or residency restrictions (however, a person who has been validly convicted of certain offences specified in Polish law cannot be a management board member). It is not possible to have a legal person as a management board member.

A director must be at least 18 years old and hold a Portuguese taxpayer number, but there are no nationality or residency restrictions.  In the event of a legal person being appointed as a director, it must appoint an individual to exercise the office in their own name. The legal person must share liability with the person appointed by it.

A director must be a natural person who is at least 18 years old.  There are no nationality or residency restrictions, however individuals from certain countries may be subject to additional security checks or denied a visa.  A foreign expatriate director must hold a valid Qatar work and residence permit.

A director and a member of the supervisory board, respectively, may be either a legal entity or an individual with full legal capacity. If a legal entity is appointed as director or as member of the supervisory board, such entity must designate an individual to act as its permanent representative.

The managers and the members of the executive board, respectively, may only be individuals with full legal capacity.

Persons who, according to the law, are incapable or have been denied by final court judgment the right to exercise the capacity of director as a complementary sanction for crimes involving breach of trust, corruption, embezzlement, forgery, tax evasion, money laundering, as well as for other criminal offences provided by the Company Law, cannot be appointed as directors. If such persons have already been appointed as directors, they must be revoked. The same rules apply to managers and members of the executive board or of the supervisory board.

A general manager must be either a Saudi national or an expatriate with a valid visa (Iqama) to reside/work in KSA.  In addition to the general manager, to the extent that there is a board, there is no nationality or residency requirement for its members.

In Senegal only individuals can be a director of a LLC. However, there are no nationality or residency restrictions.

Section 145 of the Act provides that a director must be a natural person of at least 18 years old and of full legal capacity. At least one of the directors has to be ordinarily resident in Singapore. Additional criteria include, inter alia, the following:

• A resident director must a Singapore Citizen, Singapore Permanent Resident or EntrePass holder (note: if the individual is an Employment Pass (EP) holder, they must first get a Letter of Consent (LOC) from the Ministry of Manpower before being appointed as a director of a company in Singapore).

• A director must not be disqualified from acting as a director of a company by virtue of, e.g. being declared an undischarged bankrupt or being disqualified under statutes including but not limited to, the Act, the Banking Act 1970, the Financial Advisers Act 2001, the Insurance Act 1966 and the Monetary Authority of Singapore Act 1970.

Corporate directors are not allowed or recognised under Singapore law.

Only a natural person can be a director of a Slovak limited liability company. At the time of registration in the Commercial Register, such person cannot be listed in the register of enforcement proceedings as a debtor. A director also cannot be listed in the register of disqualifications.

Further conditions follow from the Slovak Trade Licensing Act. Directors must:

• be at least 18 years of age
• have legal capacity, and
• have integrity.

If the director is not a citizen of an EU member state or an OECD member state, a residence permit in Slovakia is also required.

A director must be a natural person who is least 18 years old. It is not possible for a company to appoint corporate directors.  There are no nationality or residency restrictions on the appointment of directors. 

Everybody (shareholder or not) is eligible to be a director and a director is not required to be a Spanish resident. It is possible to be a natural person or a legal entity. In the latter case, the legal entity must appoint a representative for the performance of its functions as director.

The above is the general rule. However, Spanish law establishes some exceptions for certain people who cannot be directors:

• Non-emancipated minors and judicially incapacitated persons.
• People judicially disqualified under the Insolvency Law, for the period of disqualification.
• People convicted of certain crimes.
• Those who, due to their position, cannot carry out commercial activities.
• Civil servants whose functions are related to the activities of the company.
• Judges and magistrates.
• Whoever is affected by other legal incompatibilities (e.g. auditors of the company's accounts and those engaged in the same commercial activity or analogous).

There is also a special feature specific to public listed companies (sociedad cotizada), whose board of directors may only be composed of natural persons.

Each member of the board of directors and the managing director (if appointed) must be at least 18 years old. They must not be declared bankrupt, be prohibited from carrying on business or have a guardian. It is not possible to have a legal person (e.g. a company) serving as a member of the board of directors or as a managing director. There are no nationality restrictions.

At least half the members of the board of directors, at least half of the deputy board members and the managing director (if appointed) must reside within the European Economic Area. Exemptions to these residency requirements can be granted by the Swedish Companies Registration Office.

A director must be at least 21 years old, but there are no nationality or residency restrictions.  It is possible to have a corporate director, although at least one other director must be a natural person.

If the director is an individual, they may hold office provided that:

• They have not been disqualified by a court from being a director (a court can overturn previous disqualifications).
• They have not attained the age of 70 (unless this requirement is waived by shareholder resolution).
• They have not been declared bankrupt/insolvent (unless allowed by a court).
• They have not been convicted of any offence in connection with the promotion, formation or management of a company.
• They have not been persistently in default in relation to provisions of the CA requiring any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar of Companies.
• In the course of winding up a company it appears that they have not been guilty of an offence.

An appointment must also comply with the provisions of the company's articles of association. These can contain whatever rules the shareholders agree, for example, limitation of the number of family relatives who are also directors.

However, please note that there are local content requirements which are sector specific. These may impact on who can be appointed as a director and/or composition of your directorship structure.

Under Tunisian law, the manager should in principle be a Tunisian citizen. Managers of certain companies such as the foreign company, the off-shore company and some service companies may be non-Tunisian citizens.

In addition, a manager of a limited liability company:

• Must be a physical person. Therefore, legal entities cannot act as managers.
• May be appointed from among the shareholders or from among third parties.
• Must be a capable person ie have the legal capacity to manage a limited liability company.

Further, certain misdemeanors or felonies carry the penalty of being prohibited from managing companies. Also, a manager cannot be an unrehabilitated bankrupt.

The function of manager is also incompatible with the exercise of certain liberal professions, such as accounting experts and lawyers. In particular, persons who have held the position of auditor in a limited liability company may not be manager of that company for five years following the termination of their functions. 

A director must be at least 18 years old at the time of appointment as director. There are no nationality or residency restrictions on directors of private companies, and the law allows for corporate directors. A person may be barred from being a director where:

• they have been declared bankrupt or insolvent by a court in or outside Uganda and has not been discharged,
• they are convicted of any offence in connection with the promotion, formation, or management of a company, or
• it appears that such person committed any fraud or breach of duty while an officer of the company.

Where the articles of a company require a director to hold a specific share qualification, that qualification must be obtained within two months of appointment or else the office of director will be vacated.

Onshore UAE

A director must be a natural person who is at least 18 years old. There are no nationality or residency restrictions, however individuals from certain countries may be subject to additional security checks or denied a visa. A director in an onshore LLC must hold a valid UAE visa.

In some circumstances, a director may be required to hold a minimum legal of academic qualification in order to hold office, depending on the activities that the LLC is conducting (for example if the LLC conducts regulated financial activities).

Dubai International Financial Centre

A director must be a natural person who is at least 18 years old. There are no nationality or residency restrictions, however individuals from certain countries may be subject to additional security checks or denied a visa.

An individual may not be a director if they are:

• Convicted of a criminal offence, involving dishonesty or moral turpitude, in any jurisdiction in the past ten years.
• Guilty of insider trading or the equivalent in any jurisdiction at any time.
• Judged disqualified by any court.
• Disqualified by the Dubai Financial Services Authority.
• Disqualified pursuant to a provision specified in the articles of association of the company.
• An undischarged bankrupt.

A director must be at least 16 years old, but there are no nationality or residency restrictions.  It is possible to have a corporate director, although at least one other director must be a natural person. There are proposals to implement a ban on corporate directors (which will be subject to certain limited exceptions), but no implementation date has yet been announced.

In general, the stockholders of a corporation may elect anyone to serve as director.  In the United States, there is generally no requirement that directors be stockholders; to have an employee representative on the board; or other generally specified legal qualifications for directors.  The company’s certificate of incorporation (sometimes called the “charter”) or its bylaws (the “bylaws,” and together with the charter, the “charter documents”) may prescribe qualifications for directors, such as minimum or maximum age requirements or a requirement that the company’s chief executive officer serve on the board, although in practice that is less common.  In addition, regulatory schemes imposed by other, non-corporate US laws may limit a person’s ability to serve as a director.

Some examples of other limiting regulatory regimes are:

• The Securities and Exchange Commission may limit the ability of certain “bad actors” (such as individuals who have committed fraud or other crimes) from serving as a director of a US public company.
• The Clayton Antitrust Act limits the ability of directors to serve on the boards of directors of certain competitive companies.
• The Committee on Foreign Investment in the United States (CFIUS) may determine that a certain corporate transaction (such as a merger whereby a board is replaced with foreign nationals) is improper because it violates national security.

Additionally, a company’s charter documents may provide for other director qualifications.

The Companies Act provides that a company must appoint a natural person as a director.

The Companies Act further provides that a person under the age of eighteen, an undischarged bankrupt, a person disqualified by the High Court from being a director, a person declared by the court to be of unsound mind or any person who fails to satisfy any additional qualifications for directors provided under the articles of association cannot be appointed as a director.  

Additionally, the Companies Act provides that a director may not be a member or hold shares in the company unless the articles of association provide otherwise. Therefore, companies that intend to appoint directors who are also shareholders must ensure that such allowance is made in the articles of association.

The Companies Act also provides residential requirements for directors. It provides that the number of directors, including an executive director, resident in Zambia, shall not be less than half the number of directors appointed. However, it should be noted that the Minister may, by statutory instrument, permit a company which after 1st February, 2000, entered into a Development Agreement in accordance with the Mines and Minerals Act, 1995, to have not less than thirty percent of its director’s resident in Zambia.

A director:

• Must be at least 16 years old, and must not be a body corporate.
• Must not be a person who has been removed by the court from any office of trust on account of misconduct save with the leave of the court.
• Must not be a person who has at any time been convicted whether in Zimbabwe or elsewhere, of theft, fraud, forgery or perjury.
• Must not be a person who has ever been sentenced for any of the crimes listed above and served a term of imprisonment without the option of a fine.