How to Remove a Director of a Company
Who is a Director of a Company
Directors are persons duly appointed by the company to direct and manage the business of the company. This article outlines the steps and procedure as provided under the law for the removal of the director of a company Nigeria.
Removal of a Director of a Company
The removal of directors is primarily governed by the Articles of Association of the Company. The provisions of the Companies and Allied Matters Act (CAMA) will only apply in the absence of any provisions for the removal of a director in the Articles of Association of a Company. The power to remove a director may even be vested in an individual by the Articles of Association and such power will be enforceable even where the holder is not a member of the Company.
Under the Companies and Allied Matters Act, there are two methods of removal of directors. This may be by the Company in its general meeting or, with respect to Executive Directors, based on service contracts. Removals may also be effected by regulatory agencies, for example the Central Bank of Nigeria may order the removal of a bank Director.
CAMA provides that 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, , where a person wishes to remove a director at a general meeting, the procedure of removal involves sending a special notice 28 days in length to the Company containing the proposal for the removal and stating the reasons, which is then sent on to the Director, the Director is allows to make a defence, and then a vote is taken at the meeting on whether or not toto pass an ordinary Resolution for his removal. The vote is won where there is a simple majority of votes cast in the general meeting. After the resolution is passed, the relevant forms are then submitted to the CAC to make the changes on the Companies Register.
Finally, it is important to note that the procedure for removal of directors is statutory and must be followed otherwise such removal will be null and void.
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We hope you have found this information helpful. Please note that this information is provided for general informational purposes only and is not intended to be legal advice. No lawyer-client relationship is formed nor should any such relationship be implied. It is not intended to substitute for the advice of a qualified lawyer. If you require legal advice, please consult with a qualified lawyer.