Eligibility

Minimum / maximum number of directors

Under Angolan law there is no maximum number of directors. The company’s articles of association may, however, specify a greater minimum number and/or specify a maximum.

The management of private limited companies is carried out by a board of directors, composed of an odd number of members.

It may be agreed in the articles of association that the management shall be exercised by one single director when:

  • The number of shareholders is only two (which can only happen in cases where the State, public companies or entities legally equivalent to the State hold the majority of the share capital).
  • The share capital does not exceed an amount equivalent, in national currency, to USD50,000.00.

Last modified 1 Mar 2021

A proprietary company must have at least one director. There is no maximum. If the company's governing rules are set out in a constitution, the constitution may specify a greater minimum number and/or specify a maximum.

Last modified 8 Feb 2021

A private company must have at least one director.  There is no maximum.  The company's articles of association may, however, specify a greater minimum number and/or specify a maximum.

Last modified 8 Feb 2021

The minimum number of directors depends on the company type and the chosen board structure. There is no legal maximum number of directors (unless the articles of association specify a maximum).

A private limited liability company must have at least one director. The company’s articles of association may however specify a greater minimum number of directors.

The default regime in a public limited liability company is a one-tier structure consisting of a “board of directors” (a collegiate body), which consists of at least three directors (unless there are only two shareholders or fewer, then the board of directors may consists of only two directors). The articles of association, however, may provide for the possibility to install a sole director regime (meaning that a single director will manage the company).

Alternatively, it is also possible to install a two-tier structure in a public limited liability company, consisting of a supervisory board and a management board (each composed of at least three members). Members of the supervisory board cannot have a seat in the management board as well, and vice versa. This two-tier structure is essentially meant for large corporations (e.g. those listed on the stock exchange). For other entities (e.g. affiliates of multinational groups), the less-complex one-tier structure (board of directors or a sole director) is much more common.

In the two-tier structure, the competences of the supervisory board and management board are structured as follows:

  • The supervisory board is competent for the general policy and strategy of the company and also has a number of exclusive powers (i.e. powers that in a one-tier structure would be considered key powers of the board of directors – such as the preparation of the annual accounts and convening of the shareholders’ meeting). In addition, they supervise the management board.
  • The management board is competent for all managerial acts that are not exclusively attributed to the supervisory board (i.e. residual powers). They report to the supervisory board and at least once a year, they need to provide a written report to the supervisory board which contains the main points on the general strategic policy, the general and financial risks and the managerial and control systems of the company.

Last modified 8 Feb 2021

A private company must have at least one director. There is no maximum number which is stated in the Act. The company's constitution may, however, specify a greater minimum number and/or specify a maximum.

Last modified 1 Mar 2021

The size of the board is determined in the company’s bylaws which may specify a set number of directors. If shareholders want to modify the number of directors or to create a new directorship, a bylaws amendment has to be agreed on at the relevant shareholders' meeting and must comply with all the formalities. 

If the respective bylaws do not set the number of board members, the legal minimum shall apply. The legal minimum number of seats depends on the type of corporation.

  • Closed (private) corporations musthave at least three directors.
  • Listed (public) corporations must have at least five directors.
  • Public corporations that must appoint an independent director and establish a special directors' committee must have at least seven directors and must also appoint at least one independent director.

The Corporations Act does not set a maximum number of directors.

However, special laws may establish the minimum and maximum number of directors and other requirements for special corporations (i.e. banks).

Last modified 5 Apr 2021

An s.r.o. must have at least one director and no upper limit is set by Czech law. The company's articles of association may, however, specify a greater minimum number and/or specify a maximum.

Last modified 8 Feb 2021

According to the Companies Act, Danish public limited companies may opt for a two-tier corporate governance structure by which an elected board of directors is responsible for the overall and strategic management, while appointing an executive board to be responsible for the day-to-day management of the company. If a company has adopted a governance structure where the company is managed by a board of directors and an executive board, the company must have at least one director. The board of directors must then have at least three members.

There are no restrictions on the maximum number of directors under the Danish Companies Act. However, the articles of association usually set forth a maximum. It is very common to stipulate in the articles of association a range of the required minimum and maximum numbers of directors.

While members of the executive board may also be elected to the board of directors, the Danish Companies Act provides that the majority of the board must not also be members of the executive board.

Last modified 8 Feb 2021

A private company must have at least one director and at least one deputy member if there are less than three directors.  There is no maximum.  The company's articles of association may, however, specify a greater minimum number and/or specify a maximum.

Last modified 8 Feb 2021

An SAS must have one President in office at all times. This is a compulsory legal requirement in relation to the composition of the management of the SAS. The bylaws of the SAS cannot impose any other minimum/maximum number restriction as regards the President.

There are no legal restrictions as regards the maximum number of General Managers and Delegated General Managers (if any is appointed).

The bylaws of the SAS may freely provide for restrictions applying to the minimum and/or maximum number of General Managers and/or Delegated General Managers and/or any members of other governing bodies or individuals.

Last modified 8 Feb 2021

A GmbH must have at least one managing director. There is no maximum number. The articles of association may, however, require a higher minimum number and/or specify a maximum.

Last modified 8 Feb 2021

A private company must have at least one director. There is no maximum. The company's articles of association may, however, specify a higher minimum number and/or specify a maximum.

Last modified 8 Feb 2021

  • In the case of limited liability companies (kfts) it is possible:
    • To set up a board of directors (Board): this requires at least three directors (no maximum number is set by law).
    • Instead of a board, to appoint one or more individual directors: such individual officers do not form a board; they can be appointed with sole or joint signatory rights (the latter will force the directors to coordinate their actions).
  • In the case of private companies limited by shares (zrts), the shareholder(s) may:
    • Set up a Board (with a minimum of three members; no limit on the maximum number).
    • Appoint a single executive officer (vezérigazgató) who shall exercise the rights of a Board.

Last modified 8 Feb 2021

A private company must have at least one director.  There is no maximum.  The company's constitution may, however, specify a greater minimum number and/or specify a maximum.

Last modified 8 Feb 2021

A private company must have at least one director. There is no maximum. The company's constitution, however, usually specifies a greater minimum number and/or a maximum.

More than one director is needed when a specific management structure is adopted by SpAs:

  • In a one-tier (monistic) system, one third of the board must be composed of independent directors and the internal audit committee must be composed of at least two members.
  • In a two-tier (dualistic) system at least two members of the management board are required, but the shareholders' meeting can freely determine the maximum number of directors. The supervisory board must be composed of at least three members.

Last modified 8 Feb 2021

A KK must have at least one director.  A KK with a board of directors must have at least three directors.  A private KK (close KK) is not required to have a board of directors but it can do if the articles of incorporation permit.

A KK's articles of incorporation may set a minimum number (no less than the statutory minimum) and/or a maximum number of directors.

Last modified 8 Feb 2021

A private company must have at least one director who must be a natural person. There is no prescribed maximum number of directors. The articles may specify a higher minimum and a maximum number.

Last modified 16 Jun 2021

A private limited company must have at least one manager. There is no maximum.

The articles of association of the company may, however, specify a greater minimum number and/or specify a maximum.

Last modified 8 Feb 2021

In Mozambique, if a company has a board of directors, this must consist of at least three people, and must always consist of an odd number.  One of the board members must be the chairperson of the board. For limited liability quota companies, where the company does not have a board of directors, the management of the company can be carried out by one or more persons. In the case of limited liability share companies, the management can be carried out by one person provided the equity capital of the company in question does not exceed MZN500,000,000 (five hundred million Meticais).

The Mozambican Commercial Code does not establish a maximum number of directors.

Last modified 19 Aug 2021

The board consists of one or more directors, as decided by the general meeting. There is no maximum for the number of directors.

In general there is also no minimum for the number of directors, although Dutch law does stipulate that a company that qualifies under the Large Company Regime should have at least three non-executive directors or supervisory directors being appointed.

Dutch law imposes a mandatory Large Company Regime on companies if for three consecutive years such company meets the following three criteria:

  • Its issued share capital, reserves and retained earnings according to the balance sheet amount to at least EUR16 million.
  • The company, or any other company in which it has a controlling interest, has a legal obligation to appoint a works council.
  • The company, alone or together with any company in which it has a controlling interest, normally has at least 100 employees in the Netherlands. 

Last modified 8 Feb 2021

A small company is legally required to have at least one director, while other companies must have a minimum of two directors. There is no maximum number of directors under the law. However, the articles of association of a company may specify a minimum (greater than the minimum specified under the law) and maximum number of directors.

A small company is a private company with a turnover of less than NGN120,000,000;  a net assets value of not more than NGN60,000,000; where none of its shareholders is a non-national; none of its members is a government or government corporation or nominee; and the directors hold at least 51% of its equity share capital.

Last modified 1 Mar 2021

For private limited companies (AS) there has to be a minimum of one director in the board of directors. For companies with a corporate assembly, the minimum number of board members is five. There is no maximum.

For public limited companies (ASA) the board of directors has to have a minimum of three directors, or five in companies with a corporate assembly. Also, it is required that the board of directors are represented by both sexes.

Last modified 16 Jun 2021

There must be a minimum of three directors and there is no maximum number of directors.

The bylaws may set a fixed number of directors or a minimum and maximum number of directors. If this is the case, the shareholders' meeting will need to decide the precise number of directors to be appointed for a fixed period, before the election(s) are held.

Last modified 26 Jul 2021

A company must have at least one management board member. There is no statutory maximum. The company's articles of association may, however, specify a greater minimum number and/or specify a maximum.

Last modified 8 Feb 2021

If the share capital of the company exceeds EUR200,000 a limited liability company by shares should have at least two directors. If not, a limited liability company by shares may have only one director.

In addition, according to the Portuguese Companies Code there is no maximum.  The company's bylaws may, however, specify a greater minimum number and/or specify a maximum.

Last modified 8 Feb 2021

In the case of LLCs: minimum one director.

In the case of JSCs:

  • With a one-tier system – minimum one director (or minimum three directors, if the company’s annual financial statements are subject to a legal auditing obligation); the total number of directors must be an odd number. In the case of delegation of management duties - minimum one manager.
  • With a two-tier system – minimum one manager (or minimum three managers, if the company’s annual financial statements are subject to a legal auditing obligation); total number of managers must be an odd number. Supervisory board - minimum three and maximum 11 members.

Other than for the supervisory board, Romanian law does not establish a maximum number of directors/managers.

Last modified 8 Feb 2021

An LLC must have at least one Director.

From a legal perspective, a company may have several Directors. The Directors may be Russian or foreign citizens. This set-up however still remains uncommon for Russian companies, and companies with more than two Directors are rare, while the majority still operate with a sole Director. There are two basic models for multiple Directors. There is a model where Directors act jointly, and all Directors have to sign a document jointly in order to bind the company, and a model with Directors acting severally (independently) where each of the Directors has the right to bind the company.

The joint model for multiple Directors secures the highest level of control as each Director will have the authority to veto a transaction. An evident drawback is that the joint model with two or more Directors is cumbersome and may impede the commercial activities of the company.

The independent Directors model for multiple Directors on the contrary provides greater flexibility where any of the appointed Directors may act as a signatory binding the company. The group's control over the Russian company will be lower as there will be a number of people authorised to bind the company, and third parties will be able to rely on each of the Directors having the requisite authority in spite of the restrictions that may be included in the regulation on the executive bodies and/or employment agreements of each of the Directors.

The number of BoD members is not established by Russian law for LLCs and is determined by the charter of the company.

Last modified 8 Feb 2021

A private company must have at least one natural person director (who is also ordinarily resident in Singapore – see Who can be a director?). Except as provided in the company’s constitution, there is no maximum number of directors.

Last modified 8 Feb 2021

A private company must have at least one director (public companies must have at least three directors).  There is no prescribed maximum number of directors, however it is common for a company's memorandum of incorporation to determine a maximum number of directors.

Last modified 19 Apr 2021

The number of directors shall be that specified in the company’s bylaws. The company's bylaws may provide for a single management system which will be one of those indicated in What are the different types of director? (i.e. a sole director, multiple directors (two or more) or a board of directors), or establish several management systems as alternatives. In the latter case, the shareholders can, without the need to amend the bylaws, decide which of the various systems provided for in the bylaws will be effective. If a single management system has been included in the bylaws, the change from one system to another will necessarily require an amendment of the bylaws to be approved by the shareholders.

If the shareholders resolve to appoint a board of directors as the management body of the company, the following rules must be followed:

  • There must be a minimum of three and a maximum of 12 directors for limited liability companies (sociedad limitada or S.L.).
  • There must be a minimum of three directors, without upper limit, for joint-stock companies (sociedad anónima or S.A.).

Last modified 8 Feb 2021

A private company must have at least one director and one deputy director.  There is no maximum. The company's articles of association may, however, specify a greater minimum number and/or specify a maximum.

For a private limited company, it is not mandatory to have a managing director.

Last modified 8 Feb 2021

A private company must have at least two directors.  There is no maximum.  The company's articles of association may, however, specify a maximum.

Last modified 1 Mar 2021

Onshore UAE

There is no minimum or maximum number of directors that may be appointed. The LLC's memorandum of association may, however, specify a minimum or maximum in this regard.

Dubai International Financial Centre

A private company must have at least one director. There is no maximum number of directors. The company's articles of association may, however, specify a greater minimum number and/or specify a maximum, subject to approval by the DIFC.

Last modified 8 Feb 2021

A private company must have at least one director.  There is no maximum.  The company's constitution may, however, specify a greater minimum number and/or specify a maximum.

Last modified 8 Feb 2021

The number of directors is generally provided for either in the charter or the bylaws. There may be one or more. Depending on the facts, other regulatory regimes may apply that require a number of directors greater than one.  For example, the “independence” and committee requirements for publicly-traded companies make it logically difficult to have a board with fewer than three independent directors.

Last modified 8 Feb 2021

A limited liability company is required to have at least one director. There is no maximum limit on the number of directors.

Last modified 8 Feb 2021

A private company must have at least two directors, with at least one being ordinarily a resident of Zimbabwe.

There is no maximum number of directors under Zimbabwean company law.

Last modified 19 Apr 2021

Angola

Angola

What type of company is typically used in group structures?

In Angola, the most common type of company used in group structures is the private company limited by shares.  This guide therefore focuses on the management of private limited companies.

Last modified 1 Mar 2021

Angola

Angola

What is a "director"?

There is no complete definition of the term "director" in Angolan law.  Basically, the law regards someone who manages the affairs of a company on behalf of its shareholders as a director.

What are the different types of director?

Directors validly appointed as such, through a shareholders' resolution, may be executive or non-executive.

The executive directors are responsible for the management of the affairs of the company.

The non-executive directors are responsible for the general supervision of the performance of executive directors’ duties.

Last modified 1 Mar 2021

Angola

Angola

Who can be a director?

A director must be at least 18 years old.  In the event of a legal person being appointed as a director, it must appoint an individual to exercise the office in their own name. The legal person must share liability with the person appointed by it.

Foreign directors must hold a work visa, ordinary visa or residency card.

Minimum / maximum number of directors

Under Angolan law there is no maximum number of directors. The company’s articles of association may, however, specify a greater minimum number and/or specify a maximum.

The management of private limited companies is carried out by a board of directors, composed of an odd number of members.

It may be agreed in the articles of association that the management shall be exercised by one single director when:

  • The number of shareholders is only two (which can only happen in cases where the State, public companies or entities legally equivalent to the State hold the majority of the share capital).
  • The share capital does not exceed an amount equivalent, in national currency, to USD50,000.00.

Last modified 1 Mar 2021

Angola

Angola

How are directors appointed?

Directors must be appointed by the company's shareholders (via a shareholders' general meeting or by unanimous written resolution).

A resolution appointing a director must be filed at the company’s registry office.

Directors must be appointed for the period fixed in company’s bylaws, which must not exceed four calendar years with re-appointment being permitted.

How are directors removed?

Any member of the board of directors may be dismissed (either with cause, or without cause) at any time by means of a resolution approved by the company's shareholders (via a shareholders' general meeting or by unanimous written resolution).

A director may also resign at any time through the issuance of a resignation letter addressed to the Chairman of the board of directors, or in case of the resignation of the Chairman, to the company’s audit board or audit committee.

The resignation or the resolution on director’s dismissal must be filed at the commercial registry.

Last modified 1 Mar 2021

Angola

Angola

Typical management structure

Typically, the management of private limited companies is carried out by a board of directors and supervision by a supervisory board, made up of an odd number of members, elected by shareholders at a general meeting.

One of the directors is appointed as Chairman of the board of directors.

How are decisions made by directors?

The manner in which directors can make decisions is set out in the company's bylaws.  In private companies limited by shares, the bylaws typically provide directors with flexibility to determine between themselves how decisions are made – whether by physical meeting, telematic means (provided that the company ensures the authenticity of declarations and the security of communications, registering the content of all interventions) or an unanimous written resolution.

Directors must meet at least once a month, unless otherwise provided in company’s bylaws.

The validity of the resolutions of the board of directors depends on the presence of the majority of its members.

In relation to the minimum quorum, the board of directors must not approve resolutions without the absolute majority of votes of the directors present.

Authority and powers

The board of directors has exclusive and full powers to represent the company.

The powers of representation of the board of directors are performed jointly by the directors.

Acts performed by the directors, on behalf of the company and in the use of the powers conferred upon them by law, shall bind the company before third parties, irrespective of any limitations that may be established by the articles of association or by decisions of shareholders, whether published or not.

Directors shall bind the company if, by affixing their signature, they indicate that intention.

Delegation

Subject to Angolan law restrictions, and unless otherwise provided in the bylaws, the board of directors may delegate powers to one or more directors to deal with certain managing matters. However, the board retains overall responsibility for the company's operations and management.

The board of directors can also appoint attorneys to perform certain acts or categories of acts, without the need for an express contractual clause.

Last modified 1 Mar 2021

Angola

Angola

What are the key general duties of directors?

The key duties of a director are set out in the Angola Companies Law, pursuant to which the director:

  • Must observe a duty of care towards the company, demonstrate capability, technical competence and an understanding of the company's business considered appropriate for the role, and execute its tasks with the diligence of a careful and earnest manager.
  • Must observe a duty of loyalty towards the interests of the company, serving the long term collective interests of the shareholders and taking into consideration the interests of other stakeholders such as employees, clients and creditors by ensuring the sustainability of the company. As a specific realization of this duty, the directors must not pursue or develop, directly or indirectly, other activities in direct competition with the company, unless duly authorized by the general meeting of shareholders.
  • Must carry out any acts deemed necessary or appropriate to achieve the corporate purpose in line with the resolutions adopted by the shareholders, the bylaws and the applicable law.
  • Are responsible for drafting merger and spin-off plans, in addition to other documents required or appropriate for the full legal and economic transparency of the transaction, as well as preparing a report in case of change of the company's legal form (i.e. a change to a different type of company).
  • Are responsible for performing and executing all managing acts not specifically reserved by law or bylaws to the general meeting of shareholders.
  • Are responsible for, following a shareholders resolution (except an unlawful resolution or resolutions that are not compliant with the company's by-laws), taking all necessary measures to execute such resolution, as promptly as possible (namely resolutions making any amendments to the company’s bylaws).

In addition, if agreed by the shareholders and set out in the company’s bylaws, the directors must also decide on and implement:

  • The acquisition, disposal and encumbrance of real estate of the company.
  • The disposal, encumbrance and lease of the business establishment of the company.
  • The subscription or acquisition of other companies' shares or the disposal and/or encumbrance of these shares.
  • The establishment of subsidiaries, agencies, branches or other local forms of representation of the company.

In general, the directors are bound to manage a company in a professional and diligent way, which includes compliance with all legal, statutory and contractual requirements.

What are directors' other key obligations?

The directors are responsible for preparing the annual reports and accounts and other financial statements required by law in respect of each financial year, and must submit them to the general meeting of shareholders and supervisory board, within three months from the end of each financial year, or within five months for companies that submit consolidated accounts or that use the equity method.

The directors are also responsible of preparing and submitting a proposal for the allocation of profits and/or handling of losses to the shareholders, in respect of each financial year.

Transactions with the company

Whenever there is a conflict of interest between the company and a director, the director shall advise the Chairman of the board of directors and abstain from voting on the resolution concerning that conflict.

The company may only grant loans or credit to directors, make payments on their account, guarantee obligations that they have contracted or make advances to them on account of the respective remuneration, up to the limit of the monthly amount thereof.

Contracts signed between the company and its directors, directly or through another person, shall be null and void except if they have been previously authorised by means of a decision of the board of directors, in which the director concerned may not participate, and if they have obtained the favourable opinion of the supervisory board.

Last modified 1 Mar 2021

Angola

Angola

Breach of general duties

Directors are severally liable towards the company for the damages caused to the company as a result of their actions or omissions that are not compliant with their legal statutory or contractual obligations, unless they prove that their actions/omissions were not caused with intentional or negligent misconduct.

The directors may also be subject to criminal liability.

A lawsuit against the directors may be brought by:

  • The company – in this case a shareholder’s resolution to bring the lawsuit must be approved by the majority of the shareholders, and the lawsuit must be sought within six months from the date of such resolution.
  • In the absence of a lawsuit sought by the company, one or more shareholders who jointly own, at least, 10% of the share capital  may bring a liability suit against the directors to claim reparation for damages caused to the company.

A company may seek a range of remedies against a director for breach of duty including damages, recovery of misapplied property, accounting for profit made in breach of duty, an injunction to prevent breach and rescission of a contract.

Liabilities on insolvency

If during the course of its management the company goes bankrupt, the directors may incur in liability if the bankruptcy is declared fraudulent or culpable. The crime of fraudulent or culpable bankruptcy is punishable with a penalty of two to eight years' imprisonment.

Other key risks

Personal liability for directors may, in certain circumstances, arise under Angolan legislation including that relating to environmental and health and safety, employment, consumer protection and bribery/anti-corruption.  In certain cases, criminal liability may arise.

A director may also be disqualified by the court from acting as a director or from taking part in the promotion, formation or management of a company.  A disqualification order can be made for a variety of reasons (e.g. conviction for criminal offences relating to the running of a company, persistent breaches of statutory obligations such as filing documents with the companies register, being found liable for fraudulent or wrongful trading and generally for conduct which makes a director unfit to manage a company).

Last modified 1 Mar 2021

Angola

Angola

How can directors be protected from liability?

The board of directors or the shareholders' general meeting may declare null and void or annul defective resolutions, at the request of any director, shareholder with the right to vote or of the supervisory board, made within one year of becoming aware of the defect that serves as its basis.

The general meeting of shareholders may ratify any resolution or substitute an invalid resolution if it does not concern a matter that falls within the exclusive competence of the board of directors.

Directors shall not execute or allow to be executed resolutions of the board of directors that are null and void.

Directors' and officers' (D&O) insurance is also available. It typically provides both cover for individual directors against claims made against them in their capacity as director, including defence costs (which applies when indemnification by the company is not available), and company reimbursement when it has indemnified its directors (subject to an excess/retention). Policy exclusions typically include claims in respect of a director's fraud, dishonesty, wilful default or criminal behaviour.

What practical steps can directors take to avoid liability?

Directors should:

  • Keep informed about the affairs of the company, particularly its financial position, and compliance obligations. Directors should have access to up to date financial information, prepare thoroughly for and regularly attend board meetings and familiarise themselves with key legislation affecting the business.
  • Make full disclosures to the board and shareholders if they have outside positions or interests which may give rise to a conflict of interest and/or if they have a personal interest in any proposed or existing transaction or arrangement with the company.
  • Keep records and take advice – directors should ensure that full written records of board proceedings are made reflecting the reasoning behind key decisions. This should include any alternative courses of action considered. Minutes should also record any disagreement amongst the board and the reasons for that. In addition, directors should ensure that returns and accounts and filed promptly and take professional advice for decisions based on areas outside their personal expertise, for example from legal professionals and accountants.
  • Be aware of, and comply with, any group-wide governance policies. These may cover areas such as health and safety, ethics, bribery/anti-corruption, and human rights. Compliance with them is designed to help directors (and employees) fulfil their duties and obligations and minimise the risk of liability.
  • Act, not only with diligence, but also with loyalty, keeping in mind that they must act always in the interest of the company, taking into account the long-term interests of the shareholders and considering the interests of other subjects relevant to the sustainability of the company, such as its workers, customers and creditors.
  • Also in a group situation, directors should keep in mind that thet must act in the best interest of their group company. Whilst group interests and that company's interests are usually aligned, this may not always be the case (e.g. when their group company's solvency is adversely impacted).  It is important to keep communication and reporting lines as open and clear as possible between parent and subsidiary companies when issues may arise and seek appropriate advice.

Last modified 1 Mar 2021