—(1) A person shall not be named as a director or proposed director in —
any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or
the register of directors, managers and secretaries of a company,
unless, before —
the incorporation of the company; or
the filing of any return in the prescribed form containing the particulars required to be specified in the register of directors, managers and secretaries,
as the case may be, the person has complied with the conditions set out in subsection (1A).
(1A) The conditions to be complied with by a person referred to in subsection (1) are the following:
he has, by himself or through a prescribed person authorised by him, filed with the Registrar —
a declaration that he has consented to act as a director; and
a statement in the prescribed form that he is not disqualified from acting as a director under this Act; and
he has, by himself or through a prescribed person authorised by him —
filed with the Registrar a declaration that he has agreed to take a number of shares of the company that is not less than his qualification, if any;
filed with the Registrar an undertaking that he will take from the company and pay for his qualification shares, if any;
filed with the Registrar a declaration that a specified number of shares, not less than his qualification, if any, has been registered in his name; or
in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations, filed with the Registrar a declaration that —
he was a shareholder in that other corporation or in one or more of the corporations of that group; and
as a shareholder he will be entitled to receive and have registered in his name a number of shares not less than his qualification, by virtue of the terms of an agreement relating to the reconstruction.
(2) Where a person has undertaken to the Registrar under subsection (1A)(b)(ii) to take and pay for his qualification shares, he shall, as regards those shares, be in the same position as if he had signed the memorandum for that number of shares.
(3) Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) shall not apply to —
a company not having a share capital;
a private company; or
a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company or to articles adopted by a company after the expiration of one year from the date on which the company was entitled to commence business.
(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty.
(5) The restrictions in this section on a director or proposed director of a company incorporated under this Act in relation to a prospectus shall apply in the same manner and extent to a director or proposed director of a foreign company as if the references in subsections (1) and (4) to a company included references to a foreign company.
[UK, 1948, s. 181; Aust., 1961, s. 115]