Shareholders' Resolution to Remove Director (Circulating Resolution)
This Shareholders' Resolution can be voted on as an ordinary resolution to remove a director. It includes an option to add a replacement director.
5.0 (2 reviews)
Last updated December 16, 2024
Under 3 minutes
Suitable for Australia
Written by
Edwin Montoya Zorrilla
Reviewed by
Damin Murdock
Document Overview
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:
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
The Legal Risk Score of a Shareholders' Resolution to Remove Director (Circulating Resolution) Template
Our legal team have marked this document as low risk considering:
- Lack of specificity in identifying the director to be removed could lead to confusion or misapplication of the resolution.
- The document does not specify the quorum or majority needed for the resolution to pass, which could result in disputes about the validity of the resolution.
- There is no mention of notification requirements to the director in question, potentially risking procedural fairness or legal challenges.
Shareholders' Resolution to Remove Director (Circulating Resolution) Checklist
Complete your free Shareholders' Resolution to Remove Director (Circulating Resolution) with our checklist
Update ASIC Records
Ensure the company updates the Australian Securities and Investment Commission with the changes as resolved by the shareholders.
Conduct Necessary Actions
Carry out any other thing or consequential action which may be necessary or desirable to give effect to the resolutions.
Record Keeping
Maintain accurate records of the resolution and actions taken for compliance and future reference.
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