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

Zentra Ltd's articles are silent on who may appoint directors. The company's board wishes to know which body would ordinarily have the power to appoint a director under the general Global variant approach to company law. Who normally appoints directors?

Directors are normally appointed by the members passing an ordinary resolution in general meeting. The articles may add a board power to appoint, but auditors, lenders and the registrar do not appoint directors; the registrar merely receives notification of the appointment.

  1. AThe company's members, by ordinary resolution in general meetingCorrect
  2. BThe company's external auditor
  3. CThe company's bankers, as the main creditor
  4. DThe company's registrar, on the company's request

Explanation

The general rule is that members appoint directors by ordinary resolution, although the articles commonly also let the board appoint to fill a vacancy or add directors. Auditors, creditors and registrars have no power to appoint directors. The registrar only records the appointment.

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