When incorporating a Business entity or a Company, There should be 3 Types of Stakeholders. Those are Directors, Shareholders and Secretary. Without adding those 3 stakeholders company cannot be incorporated. Thus The Company should choose who are going to be there stakeholders. The shareholders and secretary can be Natural Persons or Legal Persons. But directors has to be natural person. The Board of the Company consist with all Directors and the Company Secretary.
Directors are the one who are exercising power or acting in good faith and who believes to be in the interest of the Company. When taking any decision the Directors should comply with the Articles of the Association of the Company. Directors shall have all the powers necessary for managing and for directing and supervising the management of the the business and affairs of the Company.
Shareholder is a person whose name is entered in the share register as the holder for the time being of One or More Shares in the Company. At the time of Registration of the Company the Name of the Shareholder should be entered to the application. The Shareholder shall not be liable for any act or default of the Company, by reason only of being a Shareholder.
Every Company shall have Secretary. Secretary must handle all documentation with regard to company. Generally the person who holds the office has to do all Secretarial Work including sending notice and Agendas to the Board of Directors, Organizing Board Meetings, and Updating Minute Books etc. He has lots of responsibilities, so he could be a qualified and professional Company Secretary.
Time to time the Company shareholders can decides to change their Board of Directors by removing the existing directors or adding new Directors to the Company. It is another challenge to the company to do this in accordance with the correct procedure. Whoever the Newly appointed Directors are ………. Liable for any default done by the previous Directors.
The Secretary hold his office as secretary from the date of the incorporation of the Company or the Date of amalgamation proposal become effectives, as the case may be, until that person ceases to hold office under any provisions of Companies Act or Articles of Association of the Company. However in most circumstances, the Board shall have power to appoint or remove a secretary of the Company