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
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