Appointment and removal

Directors must consent to their appointment and are appointed by a decision of the company's shareholders in an ordinary general meeting. The first directors of the company are indicated in the articles of association.

Directors must consent to their appointment and can be appointed by the company's shareholders (via a shareholders' meeting or by written resolution) or, if the company's constitution allows, by the other directors.  In subsidiary companies, the constitution commonly allows the parent company to appoint directors by a written resolution as sole member of the subsidiary.

Details of the appointment must be filed with ASIC.  Companies must do this within 28 days of the appointment taking place, or the company will be subject to late fees.  A director's date and place of birth, former names and residential address must be supplied to ASIC, and are included on the public record.

Directors are also required to confirm their identity by obtaining a unique, personal Director Identification Number which must be used for all director appointments thereafter.  Directors must apply personally in order to verify their identity.  The timeframe for compliance depends on the director's appointment date.

Directors must consent to their appointment and are appointed by the company's shareholders (via a shareholders' meeting or by written resolution). In exceptional cases, directors can be appointed by having their names and dates included directly in the articles of association.

The appointment must be made by written resolution in notarised form. Details of the appointment must be filed with the companies register without undue delay. The respective director must also provide a specimen signature in notarised form to the companies register. The director's residential address and full date of birth are included on the record (which is open for public inspection). The notice to the companies register is to be signed in notarised form by as many directors as required (depending on whether a director can represent the company alone or together with another director).

Unless otherwise specified in the bylaws of the company, directors are appointed by way of:

• written resolution of the Board
• shareholder resolution, or
• power of attorney.

Directors (i.e. members of the board of directors, supervisory board or sole directors) are appointed by the company’s shareholder(s) - via a general shareholders’ meeting or by unanimous written resolution. Unless the articles of association of a company provide otherwise, the board of directors (one tier) and supervisory board (two tier) may temporarily fill up a vacant mandate.

In the two-tier structure (public limited liability company), the members of the management board are appointed by the supervisory board.

In a private limited liability company, a director is in principle appointed for an unlimited duration, unless specified otherwise (i.e. for a specified duration).

In a public limited liability company, the members of the board of directors (in a one-tier structure) or members of the supervisory board (in a two-tier structure) are appointed by the shareholders for a maximum term of six years (which can be renewed an unlimited number of times). A sole director can be appointed for an unlimited duration, as can the members of the management board (in a two-tier structure).

For enforceability vis-à-vis third parties, the appointment decision needs to be filed and published in the Annexes to the Belgian State Gazette and details of the director need to be submitted with the clerk’s office for their registration in the Belgian Crossroads Bank for Enterprises (i.e. a copy of their passport or identity card, a director’s residential address and, for foreign directors, a recent utility bill or other document proving their residential address).

The first directors of a private company must consent to their appointment and their names will be indicated in the company’s application for registration or in an amalgamation proposal.

All subsequent directors of the company shall, unless the constitution of the company otherwise provides, be appointed by ordinary resolution at a general meeting.

The court may appoint a director upon the application by a shareholder or creditor if:

• There are no directors of a company, or the number of directors is less than the quorum required for a meeting of the board.
• It is not possible or practicable to appoint directors in accordance with the company’s constitution and the court considers that it is in the interests of the company to do so.

An appointment may be made on such terms and conditions as the court considers appropriate.

Details of the appointment must be filed at the Companies and Intellectual Property Authority within 14 days of the appointment taking place. A director's residential address and postal address are included on the public record.

Directors are appointed by the shareholders in a shareholders' meeting.

A director's term of appointment, which is set out in the bylaws, cannot exceed a three year term.  Directors may also be re-elected indefinitely. If the term of appointment for the board is not set in the bylaws, it will be one year.

There are certain special rules for the appointment of independent directors including, that they have to be proposed as director by shareholders that represent at least 1% or more of the company's shares. The candidate with the highest number of votes shall be appointed as independent director.

Each corporation shall keep a public registry containing information about its president, directors, manager and other executives.

Additionally, in open (public) corporations, public disclosure of a director's identity is required.

Directors of an s.r.o. are elected by the General Meeting or by the sole shareholder acting within the scope of the General Meeting. The registration of a director in the Commercial Register is only declaratory, and therefore the director may perform their duties and may represent the company from the date of the General Meeting's decision on their appointment, unless the decision determines the effectiveness of the appointment at a later date. Prior to or upon appointment, the director normally receives from the company a written draft management agreement concluded between the company and director, which regulates their mutual rights and obligations.

Members of the board of directors are elected by the shareholder(s) at the general meeting which may be held in person or by written resolution. The articles of association may include detailed provisions on the appointment of directors, such as allowing others to appoint directors.

The election of a director must be filed with the Danish Business Authority no later than two weeks after the election has taken place. If a director is foreign, the following information is required to be provided to the Danish Business Authority:

• Copy of passport or an identity card.
• Full name.
• Residential address and proof of such address (for example an electricity bill or similar document where the address is specified).
• Information on citizenship at birth.

The name and residential address of a director will – as a starting point – be publicly available through the Central Business Register’s website: CVR.dk.

Directors must consent to their appointment.

The members of the board can be appointed by the company's shareholders (via a shareholders' meeting or by written resolution). The company's articles of association may stipulate that less than half of members of the board can be nominated by a specified party.

The managing director will be appointed by the board of directors.

Details of the appointment must be filed at the Trade Register without delay after the appointment takes place.  A director's residential address and full date of birth are not included on the public record but must be supplied to the registration authority.

In an SAS, the rules for the appointment of the directors (whether President, General Manager, Delegated General Manager or any other manager) are freely set out in the bylaws. Directors must consent to their appointment and certify that they are not bound with any judicial sanction preventing them from exercising such functions.

Usually, the bylaws provide that the shareholders are vested with the power to appoint managers (at least the President).

Any decision to appoint or replace the President or any other legal representative of an SAS must be filed (along with the residential address, full name and surname of the father and mother of the appointee, the certificate of absence of conviction and the copy of the identity card or passport) with the competent Trade and Companies Registry within one month of the relevant decision. The appointment/replacement decision will be publicly available. The commercial extract (publicly available) will include the name, date and place of birth and residential address of the legal representatives. The same publicity process can also apply (on a voluntary basis or upon request of the competent Trade and Companies Registry in certain cases) to managers who are not legal representatives of the SAS.

Note that French law does not specify the duration for which the director of an SAS is appointed. It is up to the bylaws or, in the absence of such specification, the appointment decision, to determine whether the director is appointed for a limited or unlimited duration. Where the director is appointed for a limited duration, and in the absence of express renewal of the director’s office, the corporate office is automatically terminated upon expiry of the term. The director may then continue its duties as a de facto director. Tacit renewal of the corporate office remains possible if it is set out in the bylaws.

Corporate Body

The managing directors are generally appointed by a resolution of the shareholders’ meeting, either by a formal meeting or by a resolution in text form (including email). The articles of association may also allow for the passing of virtual resolutions or by telephone.

If the company has a supervisory board, the appointment of managing directors may be delegated to such supervisory board in the articles of association.

Form

Before the Covid-19 pandemic, in the absence of any respective allowance in the articles of association, a shareholders’ meeting could only be replaced by a resolution passed in text form if all shareholders agreed in text form either to the provision to be made or to the votes being cast in writing.

In order to ease formalities in the Covid-19 pandemic, German law stipulated from 28 March 2020 until 31 August 2022 that shareholder resolutions could be adopted in text form or by casting votes in writing even without the consent of all shareholders. Such relief expired on 31 August 2022 and has been replaced by a stipulation in the German Commercial Code (HGB) that shareholder meetings can be conducted remotely if all shareholders consent to such procedure.

The regulation mentioned above by which a shareholders’ meeting can be replaced by a resolution passed in text form if all shareholders agree in text form either to the provision to be made or to the votes being cast in writing, is still valid.

Declaratory registration

The appointment of a new managing director must be filed with the commercial register of the company. The registration is merely declaratory and must be signed in a notarially certified form. Both the birthdate as well as the town and country of residence need to be declared and will be publicly available.

The appointment of directors may be regulated by the constitution of a company. Directors are appointed by the company’s shareholders or such other persons permitted by the company’s constitution. Generally, the first directors of a company are named in the application for incorporation of the company.

A person must consent in writing prior to their appointment as director and submit a statutory declaration to the Registrar of Companies stating that they have not, within the preceding five years, been:

• convicted of a criminal offence involving fraud or dishonesty,
• convicted of a criminal offence relating to the promotion, incorporation or management of a company,
• a director or senior manager of a company that has become insolvent (but if the person has been a director or senior manager of a company that has become insolvent, then the date of the insolvency and the name of the insolvent company must be stated), or
• in the case of an application for the incorporation of a company, declared insolvent (but if the proposed director has been declared insolvent, then the date of the insolvency must be stated).

A casual vacancy that occurs when a directorship position becomes available by virtue of any reason other than expiry of the term of office of the director may be filled by the continuing directors or by an ordinary resolution at a general meeting of the company.

The director's statutory declaration and consent must be filed at the Companies Registry (in the case of the consent within 28 days).

Directors must consent to their appointment and their appointments are governed by the company's articles of association. Normally they can be appointed by the company's shareholders (via a shareholders' meeting or by written resolution) or the board may from time to time appoint a director to fill a casual vacancy or an additional director to the board. In the latter situation it is common for the articles of association to also provide that such director will only hold office until the next annual general meeting where they can stand for re-election.

With the exception of first directors, the company must deliver to the Companies Registrar a notice in the specified form (Form ND2A) within 15 days after the appointment of a director.

• The first directors are designated in the articles of association of the company when the company is formed.
• As a general rule, after the incorporation of the company, directors are elected and removed by the general meeting. In a wholly-owned company, the sole shareholder resolves on election and removal (this must be in writing).
• Diverging from the above general rule, kfts and zrts may issue a preference business quota (kft) / share (zrt) that entitles its holder to appoint/remove one or more director(s) without the need for any action by the general meeting. No such preference share may be issued if a private company limited by shares is managed by a sole director (in lieu of a Board).
• Appointment takes effect when the appointment is accepted by the person appointed and in accordance with the effective date set out in corporate resolution on the appointment. Accordingly, when the appointment is subsequently registered in the Hungarian companies register, the register will record the aforementioned date as the effective date of the appointment.
• The directors must be registered in the companies register.

Directors are appointed by the shareholders (whether through a general meeting of shareholders or by adopting a unanimous circular resolution). The appointment term and effective date of appointment is as decided by the shareholders. If the shareholders do not specifically stipulate the effective date of appointment, then the director’s appointment is effective as of the date of the shareholders’ approval.

The appointment must also be reported to the MOLHR, with the assistance of an Indonesian notary, to which the MOLHR will issue an acknowledgment letter.

In certain industries, such as banking and insurance, a fit and proper test before the Indonesian Financial Services Authority is required before a candidate director can be appointed.

Directors must consent to their appointment and can be appointed by the company's shareholders (via a shareholders' meeting or by written resolution) or, if the company's constitution allows, by the other directors.  In private subsidiary companies, the constitution commonly allows the parent company to appoint directors by a simple written notice to the company.

Details of the appointment must be filed with the Registrar of Companies within 14 days of the appointment taking place.  A director's residential address and full date of birth are included on the public record.

In both SARL and SA companies, the directors are appointed by the shareholders in accordance with the rules set out in the articles of association, or in a subsequent instrument, subject to the limitations set out in OHADA company law.

The proposed directors must consent to their appointment and certify that they are not subject to any incumbency preventing them from exercising their proposed functions.

In a SARL company, when the appointment is made in a subsequent instrument to the articles of association, the decision shall be taken by a majority of members holding more than half of the capital, unless otherwise provided in the articles of association.

In a SA company, the first directors are appointed by the articles of association or, where appropriate, by the general assembly meeting. During the life of the company, directors are appointed by the general assembly meeting.

The appointment document indicates the duration of the director’s mandate and their remuneration. A director’s mandate can be renewed unless otherwise provided for by the articles of association.

In both SARL and SA companies, any directors’ appointment shall be subject to the formality of registration with the competent Trade Registry and tax administration, together with publication in the relevant gazette.

Directors are appointed by way of a decision of the company’s shareholders.

For those SpAs that adopt a two-tier (dualistic) system, except for the first members appointed in the deed of incorporation, the supervisory board (Consiglio di Sorveglianza) appoints the members of the management board (Consiglio di Gestione).

Moreover, in all SpAs it is possible that some directors are appointed by the holders of financial instruments or by public bodies; categories of shares may be assigned the right to appoint a certain number of directors and the state or a public body may have a direct right of appointment without causing the alteration of the participation’s percentages.

Details of the appointment must be filed with the companies’ register within 30 days of the appointment taking place.

Limited liability companies’ by-laws can provide specific appointment rights.

Directors are appointed by a resolution of the shareholders in a general meeting.  Unless a higher majority is required under the articles of association, the shareholders' resolution may be passed by shareholders holding the majority of the voting rights present at the shareholders meeting, which is attended by shareholders holding the majority (this quorum may be reduced to one-third under the articles of incorporation) of the total voting rights held by shareholders entitled to vote.  Any candidate appointed by the shareholders' meeting shall indicate their willingness to accept the position.

Appointment of a director shall be registered at the company’s corporate registry within two weeks of the assumption of office.

The first directors are appointed by the initial subscribers to the memorandum of association. Subsequent directors are appointed by shareholders through a resolution.

Directors must consent in writing to their appointment.

Typically, articles of association of private companies empower the Board to appoint a director to fill a casual vacancy or, subject to the prescribed number in the articles, as an additional director. However, such appointments are placed before shareholders at the general meeting following the appointment for ratification.

The appointment of a director must be filed with the Registrar of Companies (Registrar) at the Business Registration Service (BRS) in the prescribed format within 14 days of the appointment and the register of directors maintained by the company updated with the particulars of such director.

Managers must consent to their appointment and are appointed by the shareholders of the company, upon the incorporation of the company or by shareholders’ resolutions during the life of the company. They may be appointed for a limited or unlimited period of time.

Details of the appointment must be filed with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés) ("RCS") and the Luxembourg electronic official gazette (Recueil électronique des sociétés et associations - RESA) within one month following the appointment.

A manager’s date and place of birth are not included on the public record but must be provided to the RCS.

Directors must consent in writing to their appointment and certify that they are not disqualified from being appointed or holding office as a director of a company. Directors can also be appointed by the company's shareholders (via a shareholders' meeting or by written resolution) or, if the company's constitution allows, by the other directors. It is also permissible to elect two or more directors by ballot or poll.

In the event that there are no directors of a company, or the number of directors is less than the quorum required for a meeting of the Board; and if it is not possible or practicable to appoint directors in accordance with the company constitution or in the event of the death of the sole shareholder and director, a shareholder or creditor of the company may apply to the Court to appoint one or more persons as directors of the company, and the Court may make an appointment if it considers that it is in the interests of the company to do so.

Details of the appointment must be filed at the Registrar of Companies (ROC) within 28 days of the appointment taking place.

There are two methods through which a director may be appointed in a Mexican company:

• By appointment in the incorporation deed of the company. Such appointments are made in the transitory provisions of the incorporation deed. Such document shall establish in the bylaws if the shareholders agreed to either have a board of directors or opted to only have a sole director (with the exceptions for publicly traded companies, investment promotion companies, broker dealers, banking institutions, investment funds, insurance companies and retirement funds). As a rule, if the board of directors is composed of three members, the minority shareholders that represent 25% of the total shares may appoint at least one member. For publicly traded companies, minority shareholders that represent 10% of the total shares may appoint one director to be part of the board.
• Appointment by means of shareholders’/partners’ meeting and/or unanimous written consent resolutions by shareholders/partners. The ability to pass unanimous consent resolutions and thus appoint directors in this way must be included in the bylaws of the company.

Provisional directors may be appointed for a temporary term by the board of directors.

Directors are nominated by a resolution of the members of the board. The general assembly of shareholders agrees on their nomination, then they are noted on the extract of the commercial registry.

The directors are exclusively appointed by the general assembly through the competent deliberation of this corporate body and are appointed for the period established in company’s articles of association, which, in the case of Lda. and S.A. companies must not exceed four years. This term may be renewed one or more times.

Appointment of directors requires the favourable vote of a simple majority of the shareholders, save if the articles of association requires a higher percentage for such election.

For S.A companies, the articles of association may provide that minority shareholders representing at least 5% of the share capital, who voted against the proposal for appointment of the directors, have the right to appoint one director.

For SAS companies, if a Board of Directors is established, the directors can be elected by simple majority of votes, by electoral ratio or by any other means provided for in the articles of association.

The elected directors must:

• declare, in writing, their acceptance of the office of director. In case of SA companies, they must also declare in writing the number of shares, subscription bonuses, call options over shares and convertible bonds, issued by the company or companies of the same group, that they hold directly or indirectly; and
• be registered with the Legal Entities Registrar Office. The company´s commercial certificate must identify who the directors are.

Under common law, a person’s appointment as director is complete on their appointment by those having the authority to do so and their consent or acceptance to such appointment. 

Under the Companies Act, the subscribers to the memorandum may determine the number of directors and may, in writing by majority vote, appoint the first directors, unless the articles of the company provide otherwise.  The articles may also state the names of the first directors and / or the number of directors.  Further directors (i.e. directors other than the first directors) are appointed under the provisions of the company’s articles (or a shareholders agreement).  Usually, the articles will state that the members appoint directors at the annual general meeting.  It is possible, however, for the articles to state that the board may appoint further directors, or that a third party shall be authorised to appoint further directors.  The articles also usually provide for the filling of casual vacancies. 

Every person appointed as a director of a company must, within 28 days after the date of appointment, lodge with the company their written consent to that appointment on the prescribed form. 

After every change in the board of directors, the company must lodge a prescribed form giving details of the change with the Registrar of Companies.  The company must lodge this form within 14 days after receipt of the director's written consent form.

At incorporation of the company, directors are appointed in the notarial deed of incorporation.

After incorporation, the general meeting is authorised to appoint new directors, unless the company qualifies as a Large Company, in which case the authority to appoint directors can shift from the general meeting to either the supervisory board in case of a two-tier board structure or the non-executive directors in case of a one-tier board structure.

For a BV, the articles of association may provide that a director may also be appointed by another corporate body of holders of a certain class of shares.

Directors must consent to their appointment and can be appointed by the company's shareholders (via a shareholders' meeting or by written resolution) or by any other means set out in a company’s constitution. The constitution of a wholly owned subsidiary company commonly allows the parent company to appoint directors by a simple written notice to the company.

The appointment of a director must be notified to the New Zealand Companies Office within 20 working days of the director's appointment taking effect. A director's residential address is included on the public record.

Directors are required to consent to their appointment. The initial directors are be appointed in writing by the subscribers of the memorandum of association of the company or they can be named in the articles of association of the company. Subsequently, directors can be appointed by a vote at annual general meetings of the shareholders. Where a vacancy exists on the board because of death, resignation, retirement or removal, the board of directors may appoint a new director to fill such vacancy until the next annual general meeting, when such an appointment may be approved by the shareholders. If the appointment is not so approved, that person immediately ceases to be a director.

Details of the appointment must be filed at the Corporate Affairs Commission within 14 days of the appointment taking place. 

Directors are elected by the general meeting of the company. All shares have the right to vote at the general meeting unless they are considered non-voting shares pursuant to the articles of association.

The articles of association may provide that the general meeting’s right of election shall be transferred to others, but this is rarely used. More than half of the board of directors must in any case be elected by the general meeting unless the right to elect is assigned to a corporate body stipulated in the articles of association. The right of election may not be transferred to the board of directors or to a member of the board of directors.

The elected directors must be registered in the Norwegian Register of Business Enterprises. For the registration of non-Norwegian individuals, a certified passport copy, application for d-number (i.e., a personal identification number for foreign individuals) and a registration form must be filed with the Norwegian Register of Business Enterprises. The election of a new director is effective from the date of election by the general meeting.

The election of employee representatives is managed by an election committee (valgstyre), which is to be formally established by the company in collaboration with the employee representatives. The election must take place every second year.

Companies are required to elect their board of directors to ensure minority shareholders are represented. For such purpose, the law regulates the appointment of directors by the use of cumulative voting.

Cumulative voting allows shareholders, for each share held, as many votes as there are directors to be elected, and each shareholder may cast their votes in favour of one person or distribute them among several persons.

The persons who obtain the largest number of votes shall be appointed directors, following the order of votes in favour.

The cumulative voting process is not applicable when directors are elected unanimously by all the shareholders.

Management board members must consent to their appointment and, as a statutory rule, can be appointed by the company's shareholders (via a shareholders' meeting or by written resolution). The articles of association may provide that a given entity (shareholder or any other person) is authorized to appoint management board members by a simple written notice to the company.

Details of appointment must be filed with the commercial register within seven days of the appointment taking place. A management board member's residential address is not included on the public record but must be supplied to the commercial register. By the same deadline, appointment should be filed with the electronic Central Register of Beneficial Owners (as a side note – such filing should be made by sending an electronic form which should be signed with a qualified electronic signature within the meaning of EU Regulation No 910/2014 (eIDAS Regulation) by one of the management board members in accordance with company’s rules of representation). Registration in the commercial register is only of informative nature and the appointment is effective upon the date that the company's shareholders resolution is adopted (or at the date indicated in the resolution itself). A management board member cannot be appointed/removed retroactively.

Directors must be appointed by the company's shareholders (via a shareholders' general meeting or by unanimous written resolution).

A resolution appointing a director must be filed at the companies registry office within 60 days from the approval of the resolution. A director's residential address and the director’s Portuguese taxpayer number must be provided to the commercial registry office and are included in the commercial certificate of the company.

In addition, at the time of the appointment registration, the companies registry office must also be provided with an acceptance declaration issued by the relevant director. In such declaration the relevant director must state that (i) they accept the appointment to the role of director of the company; and (ii) they are not aware of any circumstances that may prevent them performing such function.

Directors must be appointed for the period fixed in company’s bylaws, which must not exceed four calendar years with re-appointment being permitted.

Directors may be appointed by way of a resolution of the shareholders of the LLC.  The names of the directors should be added to the main business licence of the LLC.

The name of the director may also be listed in the memorandum of association of the LLC, however, this is not mandatory.  To do this, the memorandum of association must be notarised by the Qatar Ministry of Justice notary in Qatar. The person signing the memorandum of association before the notary must produce at the time of signing their applicable authorising instrument (such as a power of attorney or resolution) in order to sign the memorandum of association before the Qatar Ministry of Justice notary. Documents originating from outside of Qatar must be notarised, legalised at the Ministry of Foreign Affairs in the country of issue, legalised at the Qatar Embassy in the country of issue and legalised at the Qatar Ministry of Foreign Affairs in Qatar.

In the case of LLCs: Directors are appointed by the General Meeting of Shareholders (GMS), except for the first directors who are appointed through the Articles of Association (AoA).

In the case of JSCs:

• With a one-tier system – the sole director/board of directors is appointed by the GMS, except for the first director/members of the board of directors, who are appointed through the AoA. If management duties are being delegated, the managers are appointed by the board of directors.
• With a two-tier system – the sole manager/executive board is appointed by the supervisory board. The supervisory board is appointed by the GMS, except for the first members, who are appointed through the AoA.

For appointments to be binding on third parties, they have to be registered with the Trade Registry.

The general manager/directors are appointed by the shareholders by being listed in the articles of association of the LLC (which, to be effective, must be executed before a Saudi notary public) or by way of a resolution of the shareholders executed by authorized signatories of the respective shareholders.

The terms and conditions of the appointment of the directors are provided in the articles of association or in a subsequent act.

When they are appointed in a subsequent act, unless a clause in the articles of association requires a higher majority, the decision is taken by a majority of shareholders representing more than half of the capital.

The document evidencing the appointment of a director must be registered with the Trade Register.

Directors must consent to their appointment by signing a declaration of consent to act as director (Form 45) and a statement that they are not disqualified from acting as a director.

Directors can be appointed by:

• The company's shareholders (via a shareholders' meeting or by written resolution).
• As usually provided for in the constitution of a Singapore company, by the other directors (to fill a casual vacancy or as an additional director).

In private subsidiary companies, the constitution commonly allows the parent company to propose the appointment of directors by written notice to the company. Similar nomination rights exist for a joint venture company/VC company as well.

Details of the appointment (including details of shares that the directors have acquired or shares that are registered in the directors’ name) must be filed at the Accounting and Corporate Regulatory Authority of Singapore (ACRA). The ACRA must consent to the appointment before the individuals can be appointed as directors.  A director's residential address (unless an alternate address is registered instead) and identity numbers (i.e. NRIC / FIN / Passport numbers, as applicable) are available on the public record.

When the company is established, the first directors are listed in the Articles of Association. The application for the registration of a Slovak limited liability company in the Commercial Register must be signed and filed by all its directors. The registration of the first director(s) in the Commercial Register is constitutive, i.e. a director may perform their duties only upon registration in the Commercial Register.

During the existence of the company, subsequent directors are appointed by the general meeting or by the sole shareholder acting within the scope of the general meeting. The registration of such new directors in the Commercial Register is only declaratory, and therefore the directors may perform their duties and may represent the company from the date of their appointment (i.e. if the appointment is made with immediate effect, from the date of decision of the general meeting).

Only the company's first directors need to be stipulated in the Articles of Association, later changes of director do not need to be reflected in the Articles.

It is also recommended to conclude a management agreement with the director, which regulates remuneration of the director and the mutual rights and obligations of the director and the company (otherwise the director will be entitled to a so-called usual remuneration). Such a management agreement needs to be approved by the general meeting (or sole shareholder).

Directors are appointed if they:

• Are elected by the shareholders of the company at a shareholder meeting or through a written resolution.
• Hold a specific office, title or designation which automatically entitles them to be an ex officio director, if the company's memorandum of incorporation so provides.
• Are nominated for direct appointment by certain shareholders, if the company's memorandum of incorporation so provides.
• Are appointed by the board of directors to fill a vacancy (which appointment will be valid until the next annual general meeting of the company).

Each director must consent to their appointment in writing.

Details of the appointment must be filed at the Companies and Intellectual Property Commission within ten days of the appointment taking place.  A director's residential address and full date of birth together with a certified/notarised copy of their identity document or passport must be supplied with the filing.

Directors are appointed by the company’s shareholders, with effect from the acceptance of the concerned person.

The appointment of the directors, once accepted, must be filed for registration with the relevant Commercial Registry, stating the identity of those appointed and, in relation to the directors who have been assigned to represent the company, whether they can act individually or need to do so jointly.

Shareholders, in a general meeting, have the right to appoint members of a company's board of directors. In addition, the company's articles of association may provide that one or more directors are to be appointed in another manner (e.g. a bank providing debt financing to the company). However, the right to appoint directors may not be delegated to the board of directors or to an individual director. (In a public company, at least half of the board of directors shall be appointed by the general meeting.)

The appointment must be duly registered with the Swedish Companies Registration Office. For the registration, a verified copy of the minutes of the shareholders' meeting and a notification form must be filed with the Swedish Companies Registration Office. If a director is not registered in the Swedish population register, a certified passport copy of that director is required for the registration. The appointment becomes effective from and including the date on which notification of appointment has been received by the Swedish Companies Registration Office or the later date stated in the decision on which the notification is based.

A managing director can be appointed by the company's board of directors (but it is not mandatory for a private company to appoint a managing director). If appointed, the appointment must be duly registered with the Swedish Companies Registration Office. For the registration, a notification form must be filed with the Swedish Companies Registration Office. If the managing director is not registered in the Swedish population register, a certified passport copy of the director is required for the registration. The appointment becomes effective from and including the date on which notification of appointment has been received by the Swedish Companies Registration Office or the later date stated in the decision on which the notification is based.

Directors must consent to their appointment and can be appointed by the company's shareholders (via a shareholders' meeting or by written resolution) or, if the company's articles of associations allows, by the other directors.  In private subsidiary companies, the articles of association commonly allow the parent company to appoint directors by a simple written notice to the company.

Details of the appointment must be filed at the companies register within 14 days of the appointment taking place.  A director's residential address and full date of birth are not included on the public record but must be supplied to the registrar of companies.

According to Tunisian company legislation, the manager(s) may be appointed in the bylaws or by a minute of an ordinary general meeting of shareholders.

A manager appointed in the bylaws is appointed as statutory manager (i.e. the name of the manager must appear in the bylaws).

The appointment of a manager takes place either at the time of the constitution of the company or during the life of the company. In the latter case, the appointment should be the object of a deliberation approved by the shareholders representing at least the simple majority of the shares and gathered in an ordinary general assembly.

All acts and deliberations concerning the appointment of company directors, the renewal or termination of their functions are subject to the formalities of deposit and publication with the national register of companies, within one month from either the final constitution of the company, or the date of the minute of the general assembly which approved the appointment.

Depending on the company’s articles, directors may be appointed by the company or by board resolution. A notice of particulars of directors must be filed with the registrar of companies and updated in case of any changes within 14 days from the appointment or change.

Onshore UAE

Directors may be appointed by way of a resolution of the shareholders of an LLC, which should be duly notarised by a UAE notary public. The relevant signatories of any shareholders that are body corporates must produce at the time of signing their applicable authorising instrument (such as a power of attorney or resolution) in order for them to execute the written resolution. Documents originating from outside of the UAE must be notarised and legalised up to the level of the UAE embassy in the country of origin, translated into Arabic for use in the UAE and attested locally by the UAE Ministry of Foreign Affairs and Ministry of Justice.

The name of the director may also be listed in the memorandum of association of the LLC, however this is not mandatory. To do so, the memorandum of association must be notarised by a notary public in the UAE. The same conditions apply as noted above with regard to evidencing authority to sign the memorandum of association.

Dubai International Financial Centre

Directors may be appointed by way of a resolution of the shareholders of the company. Subsequently a filing of an online request with the DIFC Registrar of Companies through the portal account of the company must be made. This includes the submission of a director's declaration consenting to their appointment as well as a copy of a shareholder's resolution approving the appointment. A certified copy of the new director's passport must also be provided in line with the DIFC Certification Policy.

Directors must consent to their appointment and can be appointed by the company’s shareholders (via a shareholders’ meeting or by written resolution) or, if the company’s constitution allows, by the other directors. In private subsidiary companies, the constitution commonly allows the parent company to appoint directors by a simple written notice to the company.

Details of the appointment must be filed at the companies register within 14 days of the appointment taking place. A director’s residential address and full date of birth are not included on the public record but must be supplied to the registrar of companies.

Under new laws to be introduced, new and existing directors will need to have their identity verified. Details of the verification process are not yet available, but it is expected to involve digital facial recognition using an approved form of ID such as a passport or driving licence. Alternative verification methods will be available for those who cannot access or use the digital service. It will be an offence for directors to act if their identity has not been verified.

Directors are generally elected by stockholders, provided that the charter documents may provide (and commonly do provide) that the board may fill any vacancy in the board.  For example, the charter documents typically permit the board to increase the size of the board and to fill vacancies on the board, which effectively permits the board to appoint directors until the next meeting of stockholders at which directors are elected.

According to the Companies Act a company shall, unless the articles of association provide otherwise, appoint a person as a director by ordinary resolution passed at a general meeting of the company. This means the articles of association may specify the manner of appointment of a director.

Further, the Companies Act provides that directors may also be appointed by the Courts following an application by a shareholders or a creditor of a company. In such a case the court may, on such terms and conditions as the Court considers just in the circumstances, make the appointment where:

• there are no directors of a company, or the number of directors is less than the statutory minimum number, or
• the quorum required for a meeting of the board of directors, and
• it is not possible or practicable to appoint directors in accordance with the articles.

A  person who is appointed as a director must give their written consent and make a declaration in the prescribed forms.

The registration of the appointment is made at the Patents and Companies Registration Agency (PACRA) by filing the resolution, the prescribed forms and payment of the prescribed fee within 21 days of passing the resolution.

Directors are appointed individually at either a general meeting of a company or through a resolution. Directors must consent to their appointment.