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Removing a director under Section 169

1 min read

Shareholders can remove a director before their term ends by ordinary resolution under Section 169. The law protects the director with a right to be heard. Founders' disputes often end up here, so it is worth knowing the steps.

Process

  1. 1.A shareholder or group gives special notice of the resolution to the company at least 14 days before the meeting (Section 115).
  2. 2.The company sends a copy to the director concerned.
  3. 3.The director can make written representations, which are circulated to members, and can speak at the meeting.
  4. 4.Shareholders pass an ordinary resolution at a general meeting.
  5. 5.The company files DIR-12 within 30 days.

Limits

  • Directors appointed by the Tribunal under Section 242 cannot be removed this way.
  • Shareholders' agreements may give investors or founders rights over board seats that affect how this plays out.
  • A removed director may claim compensation for loss of office under their contract.

Frequently asked questions

No. Only shareholders can remove a director under Section 169.

This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.

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