Articles making provision for individuals acting as directors after incorporation and prior to appointment under section 255 - Whether section 254 is attracted - Companies Law - Letter : No. 8/25(254)/64‑PR,

Letter : No. 8/25(254)/64 ‑ PR, dated 19 ‑ 5 ‑ 1964. Subject:- Articles making provision for individuals acting as directors after incorporation and prior to appointment under section 255 - Whether section 254 is attracted The words until the directors are duly appointed in accordance with section 255 occurring in section 254 refer to the point of time prior to the appointment of the individuals either by the company in general meeting or by person or persons having right to appoint directors by virtue of powers conferred on them in the articles of association of the company. Thus, the subscribers of the memorandum cease to be directors of the company when individuals are appointed as directors either by the company in general meeting or by persons in exercise of the powers in that behalf conferred on them by the articles. The words in default of and subject to any regulations in the articles occurring in section 254 show that subscribers of the memorandum who are individuals are required to be deemed to be the directors of the company when the articles do not make any provision for some individuals acting as directors of the company until the appointment of individuals as directors in general meeting or by other persons in accordance with the provisions of section 255. In other words, if the articles of association of the company make any provision for some individuals acting as directors of a company after its incorporation and prior to the appointment of individuals as directors in accordance with the provisions of section 255, then section 254 is never attracted.