Appointing, removing and renewing a director’s mandate

Members determine the director, mandate duration and powers under the articles of association and Companies Law. The appointee must accept the position and meet applicable statutory requirements.

If there are several directors, documents must state whether they represent the company individually or jointly. Unclear wording such as full powers does not resolve actual signing arrangements.

The resolution must reflect the actual operation and align with the articles. A temporary appointment, renewal and immediate replacement require different structures.

• The director’s identity and mandate commencement date.
• Fixed or indefinite duration within permitted limits.
• Representation arrangements where there are several directors.
• Internal limits and operations requiring members’ approval.
• Removal or termination of the previous mandate, where applicable.
• Authority for the person signing and filing the documentation.

Removal from corporate office and termination of a mandate or management agreement must be analysed together but not confused. The corporate resolution affects the office, while any remuneration, notice or compensation rights depend on the agreement and circumstances.

Handover of documents, access rights, banking tokens, registers and company assets is organised simultaneously. If removal is contentious, the handover record and preservation of evidence become essential.

Expiry must be tracked in advance. The renewal resolution, acceptance and updated articles are prepared to avoid uncertainty over company representation.

• Checking the current mandate’s exact date and conditions.
• Adoption of the resolution by the competent body.
• Confirmation of powers, remuneration and limits for the new term.
• Updating declarations and documents required by ONRC.
• Reviewing banking rights and authorised signatures.
• An internal calendar for the next expiry.