Directors' Roles Within a Corporation

The Board of Directors sets a corporation's policy and direction, and is empowered to elect and appoint officers and agents to act on behalf of the corporation, declare dividends, and act on other major matters affecting the corporation. The Board is ultimately responsible for the actions of the corporation.

A director is a person appointed or elected, according to law, to manage and direct the affairs of a corporation or company. The whole of the directors collectively forms the Board of Directors.

Qualifications of Directors

Only a human being may serve as a director. This means that no business entity, whatever the form, may serve as a director.

Age is the one other qualification to be a director in most states. When age is a requirement, the typical limitation is that the director be at least 18 years of age.

Directors of a corporation are not required to be shareholders, nor reside in the state of incorporation.