Article C: Corporation as a Director
235. A corporation shall be eligible to serve as director, unless otherwise provided in the articles of association.
Corporation as a director
236. (a) A corporation serving as director shall appoint an individual who is eligible to be appointed as director of the company to act on its behalf and the corporation may replace such person, subject to its duties towards the company.
(b) The name of the individual serving on behalf of the corporation shall be entered in the register of directors as the person serving on behalf of the corporation.
(c) The duties that apply to a director shall apply to the individual serving on behalf of a corporation and to the corporation itself, jointly and severally.
Individual acting on behalf of corporation
Article D: Substitute Director
237. (a) It shall not be possible to appoint a substitute for a director (hereinafter “a substitute director”) unless the articles of association include a provision allowing such appointment.
(b) Neither a person who is not eligible to be appointed as a director, nor a person who is serving as director or substitute director shall be appointed or shall serve as a substitute director.
238. (a) The legal status of a substitute director shall be the same as that of a director.
(b) The appointment of an substitute director shall not terminate the liability of the director whom he replaces, which shall continue to apply, taking into account the circumstances of the case, including the circumstances of appointment of the substitute director and the duration of his office.
Liability of substitute director