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ACCA Applied Skills · Corporate and Business Law (Global) · Company directors

Zentra Ltd is a private company whose articles are silent on the appointment of directors. The shareholders wish to appoint a new director during the year. Under the general company law approach followed in the LW Global syllabus, who normally has the power to appoint directors?

The members normally appoint directors by ordinary resolution in general meeting, unless the articles say otherwise. Auditors and the registrar have no appointing power; the registrar merely records the appointment once it has been made.

  1. AThe company's members, by passing an ordinary resolution in general meetingCorrect
  2. BThe company's auditors, acting on the request of the board
  3. CThe company's registrar, on application by any shareholder

Explanation

Directors are normally appointed by the members, usually by ordinary resolution, unless the articles give the board or others a power to appoint. Auditors have no power to appoint directors, and a registrar only records appointments after they are made.

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