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Terminate/Remove a director

Terminate/Remove a director

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A client of ours want to remove a director from the company. The director in question has not given consent to be removed or isn't replying to their request.

There are 3 more directors apart from this director in question and a seperate shareholder.

  1. Would a general meeting be enough to remove the director once 15 days have been passed upon circulation of board minutes of the meeting?
  2. If not, could you kindly explain the steps?



Replies (5)

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By paul.benny
13th Apr 2021 14:19

Directors are appointed and removed by shareholder(s) in general meeting. A resolution to remove a director requires special notice (to shareholders). The director concerned must be notified of the resolution, but removal does not require his/her consent.

Take a look at ss168-169 CA2006

Is the director also an employee and/or shareholder?

Thanks (1)
Replying to paul.benny:
By billy009
14th Apr 2021 12:32

Thanks, I will look into it. No the director is neither an employee or shareholder.

Thanks (0)
By Calculatorboy
13th Apr 2021 14:21

Check the articles, board meeting might be enough, or failing that general meeting

Thanks (1)
By thestudyman
13th Apr 2021 15:21

Special notice states at least 28 days notice must be provided to shareholders and the director in question should be notified.

As Paul has mentioned, additional considerations needed if also a shareholder (clauses in shareholder agreements) and also if they are an employee.

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Replying to thestudyman:
paddle steamer
14th Apr 2021 13:29

Agreed, especially if employee.

Must admit struggling to work out why someone is happy to be a director with no equity and no remuneration in the first place, why do they do it, is this some not for profit entity , a club/similar?

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