ACT 125
COMPANIES ACT 1965 (REVISED - 1973)
PART V - MANAGEMENT AND ADMINISTRATION
DIVISION 2 - DIRECTORS AND OFFICERS

 
Section 123. Restrictions on appointment or advertisement of director.
 
Section 123. Restrictions on appointment or advertisement of director. (COMPANIES ACT 1965 (REVISED - 1973) - ACT 125) (1) A person shall not be named as a director or proposed director in the memorandum or articles of a company or in a prospectus or a statement in lieu of prospectus, unless before the registration of the memorandum or articles or the issue of the prospectus or the lodging of the statement in lieu of prospectus (as the case may be) he has by himself or by his agent authorized in writing for the purpose—

    (a) signed the memorandum for a number of shares not less than his qualification, if any;

    (b) signed and lodged with the Registrar an undertaking in writing to take from the company and pay for his qualification shares, if any;

    (c) made and lodged with the Registrar a statutory declaration to the effect that a number of shares, not less than his qualification, if any, is registered in his name; or

    (d) (in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations), made and lodged with the Registrar a statutory declaration that he was a shareholder in that other corporation or in one or more of the corporations of that group, and that as a shareholder he will be entitled to receive and have registered in his name a number of shares not less than his qualification, by virtue of the terms of an agreement relating to the reconstruction.

(2) Where a person has signed and lodged an undertaking to take and pay for his qualification shares, he shall, as regards those shares, be in the same position as if he had signed the memorandum for that number of shares.

(3) The foregoing provisions of this section shall not apply to—

    (a) a company not having a share capital;

    (b) a private company; or

    (c) a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company or to articles adopted by a company after the expiration of one year from the date on which the company was entitled to commence business.

(4) Every person shall before he is appointed a director of a company make and lodge with the Registrar and the Official Receiver a statutory declaration in the form prescribed by regulations that he will not be acting in contravention of sections 125 and 130 and that he consents to act as a director of the company.