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BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

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66<br />

sole member/director of the company for any reason other than<br />

his death.<br />

114. (1) Subject to the memorandum or articles of a company, a director of the<br />

company may be removed from office by resolution of the members of the<br />

company.<br />

(2) Subject to the memorandum and articles, a resolution under<br />

subsection (1) may only be passed<br />

(a) at a meeting of the members called for the purpose of<br />

removing the director or for purposes including the removal of<br />

the director; or<br />

(b) by a written resolution passed by at least seventy five per cent<br />

of the members of the company entitled to vote.<br />

(3) The notice of a meeting called under subsection (2)(a) shall state that<br />

the purpose of the meeting is, or the purposes of the meeting include,<br />

the removal of director.<br />

(4) Where permitted by the memorandum or articles of a company, a<br />

director of the company may be removed from office by a resolution of<br />

the directors.<br />

(5) Subject to the memorandum and articles, subsections (2) and (3) apply<br />

to a resolution of directors passed under subsection (4) with the<br />

substitution, in subsection (2), of “directors” for “members”.<br />

115. (1) A director of a company may resign his office by giving written notice<br />

of his resignation to the company and the resignation has effect from the<br />

date the notice is received by the company or from such later date as may<br />

be specified in the notice.<br />

(2) A director of a company shall resign forthwith if he is, or becomes,<br />

disqualified to act as a director under section 111.<br />

116. A director who vacates office remains liable under any provisions of this Act<br />

that impose liabilities on a director in respect of any acts or omissions or<br />

decisions made whilst he was a director.<br />

117. The acts of a person as a director are valid notwithstanding that<br />

(a) the person’s appointment as a director was defective; or<br />

(b) the person is disqualified to act as a director under section 111.<br />

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

Removal of<br />

directors.<br />

26/2005<br />

26/2005<br />

26/2005<br />

12/2006<br />

Resignation of<br />

director.<br />

26/2005<br />

Liability of<br />

former<br />

directors.<br />

Validity of acts<br />

of director.

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