FAQ DIRECTORS
These answers are specific to the Anguilla Business Company (ABC). They are not intended to be comprehensive nor to be construed as legal advice and should not be relied upon to be so. Professional advice should be taken based on the facts of any specific case.
DIRECTORS FAQs
What are minimum and maximum number of directors?
A minimum of one director is required to form a company. There is no statutory maximum, although the articles or by-laws may, if desired, impose a limit.
Are corporate directors permitted?
Yes. A director may be a company, Trust or partnership.
Are there nationality and residency requirements of directors?
No. But since directors are responsible for the "mind & management" of a company their residency should be carefully considered.
Are there other qualifications required of directors?
No.
What are the Powers of the directors?
The directors have all the powers of the company that are not reserved to the members under the Act or in the articles of incorporation.
How are Directors appointed and removed?
The incorporator appoints the first directors and thereafter the members elect the directors. A director may be removed from office by resolution of the members. A vacancy on the board of directors may be filled by a resolution of the directors.
What are the rules governing Directors' Meetings?
The directors may meet at such times and in such places within or outside Anguilla as they consider necessary. Telephone and other electronic meetings are permissible. Subject to requirements in the articles of incorporation, a director shall give no less than one day's notice of a meeting of directors. This rule is subject to a unanimous waiver of notice. The presence of a director at a meeting shall be deemed to constitute waiver of the notice on his part. The articles of incorporation or bylaws fix the quorum for a meeting of directors but where no quorum is fixed, a meeting of directors is properly constituted if one half of the total number of directors are present in person or by alternate.
Meetings are upon such notice as the articles or by-laws require.
What is the information published relating to directors?
There is no public register of directors, although optional registration is permitted.
The directors are disclosed in the Articles of Incorporation and the Annual Returns.
Corporate directors are permitted.
Must accounts be prepared by or for the directors?
An ABC must keep accounting records that are sufficient to record and explain the transactions of the company and will, at any time, enable the financial position of the company to be determined with reasonable accuracy.
Must such accounts be filed with the Anguillian authorities?
No.
Must such accounts be audited and, if so, by whom?
There are no provisions for audit in the Act.
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