Removing Company Directors

Removing  directors is not a particularly difficult task if all the members of the company want the director to go.  And, if you were to prepare a step by step guide on how to remove a director, it would look something like this:-

  1. Get a copy of the current Constitution;
  2. Get a copy of the current Shareholder’s Agreement (if any);
  3. Read the parts in the Constitution and the Shareholder’s Agreement about removing directors;
  4. As the removal of a director cannot generally be done by the directors, call a director’s meeting to call a shareholder’s (member’s) meeting;
  5. Work out the timing and documents required;
  6. Prepare the necessary notice/s of members meeting.  Consider if a meeting can be called at short notice;
  7. Hold the member’s meeting;
  8. Once the member’s have passed a resolution at their meeting, if there is to be a change in directorship, notify ASIC using the on-line form 484; and finally
  9. Adjust the company registers.

As a director does not always want to go, even where a majority of shareholders wish to remove a person, be aware that is not always possible.  In all such cases you will need to get legal advice.


  1. The directors can usually appoint a person to fill a “casual vacancy” without going to the members.  That appointment will be effective until the next annual general meeting;
  2. The constitution of most company’s will allow for resolutions to  be passed by a circulating resolution.  Although this saves people coming together in the same room, it may not shortcut the process;
  3. If the conduct of the company’s affairs or a resolution, or a proposed resolution, is either contrary to the interests of the members as a whole; or oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members whether in that capacity or in any other capacity; then a member may approach the court to protect their rights.  The court if approached has wide powers including the power to order that the company be wound up, a receiver be appointed, shares be bought, the constitution changed etc. (See section 232 and 232 of the Corporations Act 2001).

No comments yet. You should be kind and add one!

Post a comment