Companies Act, 2019 (Act 992)

Section 179 - Duty of company to fill vacancy of disqualified director

(1) Where a company ceases to have the minimum number of directors, the board of directors of the company shall fill the vacancy of a disqualified director in accordance with section 172.

(2) The board of directors shall deliver or cause to be delivered to the Registrar for registration, notice in an approved form of the change in the directors of that company as a result of a disqualification of a director.

(3) The notice shall be delivered to the Registrar within twenty-eight days after the company becomes aware of the disqualification or the relevant court order is made and shall be accompanied with

(a) a statutory declaration of the new director, to be a director; and

(b) a consent form signed by the new director to signify acceptance to be a director.

(4) If the company contravenes the provisions of this section, the company and any director and member of the company that is in default is liable to pay to the Registrar, an administrative penalty of twenty-five penalty units for each day during which the company so carries on business after the expiration of the specified period without filling the vacancy and subsequently notifying the Registrar.

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