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All companies are required to have at least one director, although that director does not have to be a natural person. There is no requirement for directors to be a BVI resident or citizen.
Common shareholders are granted six rights: voting power, ownership, the right to transfer ownership, dividends, the right to inspect corporate documents, and the right to sue for wrongful acts.
In a private company, the transfer of shares is restricted, and the number of shareholders may range from a minimum of one to maximum of fifty. Public limited liability companies must have a minimum of one to maximum of unlimited shareholders.
Section 149(1) of the Companies Act, 2013 requires that every company shall have a minimum of 3 directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person company.
A private limited company can have a minimum of 1 director. A private limited company can have a minimum of 1 shareholder and a maximum of 50 shareholders.
The shareholders are the most powerful body in the company and in general controls the composition of the Board of Directors of the company. The decisions by the shareholders are taken by passing resolutions in the shareholder's meeting.
The shareholders can vote to remove directors from the board before their terms expire, with or without cause, unless the corporation has a staggered board. The shareholders can then vote to replace the directors they removed.
The company's articles of association (or shareholders' agreement if there is one) may grant the shareholders further powers and rights to make decisions for the company, but most decisions are taken by the board of directors and cannot simply be overturned by the shareholders.
Shareholders are known as the real owners of the company that own equity shares issued by a particular company, whereas Directors on the other hand are the individuals who are elected to actually act as the representatives of such shareholders by establishing and implementing policies and decisions and act in the best
ADVERTISEMENTS: However, the shareholders cannot remove the following directors: (i) A director appointed by the Central Government under section 408 for the prevention of oppression and mismanagement. (ii) A director holding office for life on the 1st day of April 1952, in the case of private company.