Shareholders of a proprietary company can, by ordinary resolution (i.e. a resolution requiring a simple and not a special majority) at a general meeting, remove a director. This power is provided by the Corporations Act 2001 (CA) (Act), however this power, and the procedure for removing a director, may be modified by the company's constitution. For instance, the constitution may require that the company to have at least a certain amount of directors at any one time. In any event, a proprietary company must always have at least one director, and if a resolution would result in a company removing its sole director, it would be void (section 203CA of the Act).

The Australian Securities and Investments Commission must be notified of the removal (and the new appointment) within 28 days of the resolution.

This resolution can be inserted into:

• Notice of Directors' Meeting.
• Directors' Meeting Minutes.

Where you wish to pass the resolution in a directors' meeting, you must use the documents above. Simply copy and paste the text of the resolution.

Use a Shareholders' Resolution to Remove Director if:

• You need to formally remove a director from a business

Further information

• Steps for Removing a Company Director
• Steps for Removing a Company Director