- the trust deed;
- the original share certificates which are issued in the names of the nominee shareholders;
- instruments of transfer of shares executed in blank;
- directors’ resolutions approving the transfer of shares (where nominee directors are appointed);
- undated letters of resignation of the nominee directors;
- irrevocable dividend mandates for payment of dividends to the beneficial owners or to an account designated by them.
One or more directors may be appointed. The nationality of directors is totally immaterial and does not affect the status of the company in any way. Thus, there is no obligation to have local directors, unless it is considered advisable to establish local management for tax or other reasons. Share qualifications are not required.
The appointment and removal of directors are in the hands of the shareholders, and special rights may be given for this purpose to a specific class of shares.
Board meetings may be held in any country of the world. Directors’ resolutions may be taken in one of two ways:
- at a board meeting duly convened and held or
- without a meeting provided that the resolution is signed by all the directors.
The names of the directors should be disclosed to the Registrar of Companies by separate returns which are open to public inspection. Their names and nationalities (for foreigners) must by law appear on the letterheads but, in practice, this is not observed for shipping companies.
A company secretary must be appointed by the directors and is removable by them. The nationality of the secretary is totally immaterial and does not affect the status of the company in any way. However, it is advisable that the secretary be a company or a person resident at the place where the directors reside and that an assistant secretary be appointed in Cyprus to attend to company annual formalities in the island. This will ensure that all company annual returns are promptly signed and filed with the Registrar of Companies by the secretary and recorded. A director (but not a sole director), unless the company has one shareholder, may also act as the company’s secretary.