The functions and responsibilities of the directors in company law

Abstract

A fundamental principle of modern company law is that a company has a personality which is separate and distinct from that of the persons forming it. .Even so, a company has a legal but not a physical existence, it being a metaphysical entity or a fiction of law (1), One of the distinctive features or characteristic of this legal personality is that a company has a will of its own, which like its personality, is separate and distinct from that of its members. "The partnership's will", says Prof. F. Cremona, "is manifested at meetings of the members or of the diredtore and is the result of a vote taken thereat", ( 2). Because of the lack of physical personality the company must 9 of necessity9 make use of physical persons for the implementation of its will and the exercise of its powers. The fact that a company needs the assistance of physical persons does not exclude other corporate bodies from being directors (S.68f) saving, of course, the exceptions contained in (S.148.2b) which bars exempt private companies from having body corporates as their directors. That a company must have directors or, at least, one director may be logically inferred from S.120 which provides that 11the business of the company shall be managed by one or more directors, and also from other provisions of the Ordinance requiring certain acts to be done by the directors. (3).