The director of a company is a person that is charged with the responsibilities of managing the business of a company. Removal of a company director is made by an ordinary resolution. It is important to carefully follow due process otherwise the removal would be invalid in law and non-compliance with the procedure for the removal of a company director entitles the aggrieved director to compensation or damages.

Removal of directors is the prerogative of the members at the company's general meeting or extra general meeting. The Board of Directors may however suspend a director pending the final removal of the director by the members.

Reasons for Change of a Company Director

  1. Voluntary resignation of a director
  2. Replacement due to the resolution of the shareholders
  3. Death of a director
  4. Uncultured behaviour of a director
  5. Transfer of ownership
  6. Retirement
  7. Failure to optimally perform his/her role

Steps for Removal of Company Directors in Nigeria

  1. The company would by ordinary resolution reach a decision to remove a director
  2. Issuance of a 21 days special notice to the director of the company's intention to remove a such director. Upon receipt of the notice, the director has a choice of responding to the notice for the purpose of a fair hearing by making a representation in writing
  3. Notice of removal of any director should be filed with the Corporate Affairs Commission within 14 days otherwise a default fee or penalty will apply.
  4. where the director to be removed sends in a written representation within the notice period the company must circulate the written representation to members
  5. where the representation is not circulated as required by law because it was received too late, the director to be removed may request that the representation be read at the meeting.
  6. The representation by the director to be removed need not be circulated or read out if an aggrieved party can show the Court that circulating or reading it out is aimed at needless publication of defamatory matters.

To view the article in full click here

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.