image - removal of a director

At some point, the company may wish to remove a director due to dissatisfaction with that director’s performance in the company. The law allows shareholders of a company to carry out that removal regardless of what the company’s articles of association provide, or regardless of any agreement between the company and that director. The following is the procedure for the removal.

  1. The process is initiated by a special notice from any shareholder to the company, indicating the intention to remove a particular director.
  2. The company will send the said notice to that director.
  3. The director will have a right to defend himself in writing within a reasonable time.
  4. Once the company receives the director’s defence (representations), it will convene a shareholders’ meeting to deliberate on the removal.
  5. If in the meeting the shareholders are not satisfied with the director’s defence, they will pass an ordinary resolution removing him from office.
  6. Subsequent to that, the company will have to notify the registrar of companies about that removal so that those changes may be added into the register of companies.
  7. After a few days the company may obtain a search report from the registrar of companies indicating that the director has been removed from the company. That search report will be sufficient proof of the removal.

(Key words and phrases: removal of a director from office, director’s representations, power of a company to remove a director, director’s performance in the company, resolution to remove a director from office, shareholders’ meeting)

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