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Removal of a director

09 May 2019

Unless there is a special provision in the company’s Articles of Association a director cannot be removed from office by the Board, and only the shareholders can remove a director. 

The Articles may provide a procedure for this, otherwise the statutory procedure must be used. The statutory procedure allows any director to be removed by ordinary resolution (i.e. a simple majority of votes), and cannot be excluded by the Articles or by any agreement. However a director who is removed from office may have a claim for compensation, which could be substantial.

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