I started a startup company a year ago now with a couple of friends. We had the same equal shares because i was the one with the idea but brought them on board cause i didnt have the finances to incorporate and do market research etc. Few months later we all had to contribute to pay for the development of the software platform we were going to use for the business. None of them could or refused to come up with their part of the contribution.
But i on the other hand cause its my idea, have being working to raise funds for the enterprise. A year down the line, i am now able to get investment for the building of the software app.
Now because of the other share holders laid back attitude, i was able to speak to another partner who is more interested, but want us to start another company entirely, but doing the same thing. But i on the other hand want us to continue with the initial company, but dont know how to get the other directors off the board.
So my question no is how do i go about getting them off the board for good.
Thank you for contacting us. Your question is one which we are unable to fully answer through this forum, as the process to go about removing the Directors will depend on a variety of factors, including the contents of the Articles of Association of the company, the amount of shareholding of each Director, the reason for removal etc. Therefore, we suggest that you consult with a lawyer who will explain to you how best to go about it.
However, as general information you should know that the Nigerian Companies and Allied Matters Act in Section lays out the process for removal of Directors as below:
‘(1) A company may by ordinary resolution remove a director before the expiration of his period of office,
notwithstanding anything in its articles or in any agreement between it and him.
(2) A special notice shall be required of any resolution to remove a director under this section, or to appoint some
other person instead of a director so removed, at the meeting at which he is removed, and on receipt of notice of
an intended resolution to remove a director under this section, the company shall forthwith send a copy of it to
the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be
heard on the resolution at the meeting’
We hope you have found this information helpful. It is our advice that before you take any steps, you should engage the services of a competent and qualified lawyer. If you have trouble contacting one, you may inform us and we can recommend a lawyer to you.
Please note that the above information is general and should not be taken as legal advice with respect to your personal circumstances. No lawyer-client relationship is created. The foregoing does not do away with the need to engage the services of a lawyer should you wish to get more information, or to take the matter further.
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