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BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

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62<br />

(2) An act of an attorney appointed under subsection (1) in accordance<br />

with the instrument under which he was appointed binds the company.<br />

(3) An instrument appointing an attorney under subsection (1) may either be<br />

(a) executed as a deed; or<br />

(b) signed by a person acting under the express or implied<br />

authority of the company.<br />

107. (1) A document requiring authentication or attestation by a company may be<br />

signed by a director, a secretary or by an authorised agent of the<br />

company, and need not be under its common seal.<br />

(2) (Repealed)<br />

108. If at any time there is no member of a company, any person doing<br />

business in the name of or on behalf of the company is personally liable for<br />

the payment of all debts of the company contracted during the time and the<br />

person may be sued therefor without joinder in the proceedings of any other<br />

person.<br />

PART VI<br />

DIRECTORS<br />

Division 1 - Management by Directors<br />

109. (1) The business and affairs of a company shall be managed by, or under<br />

the direction or supervision of, the directors of the company.<br />

(2) The directors of a company have all the powers necessary for<br />

managing, and for directing and supervising, the business and affairs of<br />

the company.<br />

(3) Subsections (1) and (2) are subject to any modifications or limitations<br />

in the memorandum or articles.<br />

(4) Subject to subsection (4A), a company shall, at all times, have one or<br />

more directors.<br />

(4A) Subsection (4) does not apply during the period between the<br />

incorporation of the company and the appointment of the first directors<br />

by the registered agent under section 113(1).<br />

AE/ET/Pub./bg/03.2007<br />

26/2005<br />

Authentication<br />

or attestation.<br />

26/2005<br />

<strong>Co</strong>mpany<br />

without<br />

members.<br />

Management<br />

by directors.<br />

26/2005<br />

26/2005<br />

26/2005

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