Appointment and removal

Directors may be dismissed at any time by the ordinary general meeting by a majority resolution.

Directors may also resign at any time in writing.

If the company has a constitution, the constitution will ordinarily provide that the shareholders may by resolution remove a director from office and may by resolution appoint a replacement.  The parent company of a wholly-owned subsidiary will invariably have this power.

The constitution may confer additional powers of removal – for example, to enable the board to remove a director.  If the company has a constitution, the constitution will ordinarily provide that a director may also resign at any time by giving written notice to the company.

ASIC must be notified when a director leaves office.  Companies must do this within 28 days of the departure taking place, or the company will be subject to late fees.  The retiring or resigning director is also permitted to notify ASIC that they have ceased to act as a director of the company.

If a director resigns and the director or the company does not notify ASIC within 28 days of resignation, the effective date of resignation will be the ASIC lodgement date.  Also, a director may not resign from office, or be removed from office by the members of a proprietary limited company, if this would leave the company with no directors (unless the company is being wound up or another director is appointed on the same day).

Shareholders have a residual statutory power to remove directors by a majority resolution (subject to certain procedural requirements). If a director is appointed in the articles of association, their removal may be restricted to important reasons.

When a director leaves office, notice must be filed at the companies register without undue delay. The companies register must be provided with the respective resolution in notarised form or the original resignation letter. The notice is to be signed in notarised form by the remaining director(s) (depending on whether a director can represent the company alone or together with another director).

Directors may be removed by way of written resolution issued by the company's Board / shareholders.

Directors can in principle be dismissed ad nutum (at any time with immediate effect and without any reason) by the shareholder(s), unless the articles of association or the appointment decision states otherwise. However, the general shareholders’ meeting may always, at the moment of dismissal, provide for a notice period or a severance payment - unless the articles of association state otherwise. In the case of dismissal for legal cause however, a director will not be entitled to such compensation. In addition, a director may in principle also voluntarily resign at any time by informing the management organ.

For directors appointed in the articles of association (which is possible in a private limited liability company – but is rather uncommon), resignation or dismissal will require an amendment of the articles of association for the removal of said directors.

When a director resigns or is dismissed, the resignation or removal decision needs to be filed and published in the Annexes to the Belgian State Gazette to be effective vis-à-vis third parties.

Subject to the constitution of a company, a director of a private company may be removed from office by special resolution passed at a meeting called for the purpose or for purposes that include the removal of the director. The notice of the meeting shall state that the purpose of the meeting is the removal of the director.

A company can also alter its constitution so as to empower itself to remove a director appointed under the constitution provided the alteration is bona fide and for the benefit of the company as a whole.

In the event that a director has a separate independent contract with the company and they are removed either by provisions in the Companies Act or by alteration of the constitution, but their removal is found to be in breach of the contract, then they can sue for damages for wrongful dismissal.

A director appointed under the constitution can only be removed by alteration of the constitution, under which circumstances the director cannot sue for breach of contract.

A director may also resign at any time.

When a director leaves office, notice must be filed at the Companies and Intellectual Property Authority within 14 days.

Directors are freely removed by shareholders acting in shareholders' meetings. In order to revoke the board, all members must be removed at the same time.

Removal affects all directors, therefore individual or collective revocation of one or more board members is not permitted.

The termination of the office of the director occurs on the day of the decision of the General Meeting to dismiss that person from office, unless a later date is specified in the decision. If a director does not want to continue in the performance of their office for any reason, they may resign from their position by making a notification to the General Meeting. However, they may not resign in a situation unsuitable for the company and their position shall only end one month after the delivery of such notice, unless the articles of association or the management agreement stipulates otherwise or the General Meeting approves an earlier termination date.

Directors are removed by the shareholder(s) at the general meeting by a simple majority of votes if the directors have been elected at the general meeting. However, directors that have been appointed by e.g. a third party in accordance with the articles of association may at any time be removed by that person having appointed such director.

Directors are entitled to resign at any time during their term.

The decision to remove directors must be filed with the Danish Business Authority together with the general meeting minutes in question no later than two weeks after the meeting.

A director is removed by the same party which appointed them. The power to remove directors cannot be removed by the company's articles of association.  A director may also resign at any time.

When a director leaves office, notice must be filed at the Trade Register without delay.

In an SAS, the rules for the removal of the directors (whether President, General Manager, Delegated General Manager or any other manager) are freely set out in the bylaws (with or without cause; with or without prior notice; with or without any removal indemnity, etc.).

However, whatever the contents of the bylaws, the removal decision has to comply with the adversarial principle and a removal which is abusive (i.e. decided under circumstances having affected the reputation or the honor of the relevant manager) may result in damages being granted by courts to the relevant manager. Usually, the bylaws provide that the shareholders are vested with the power to remove managers (at least the President).

Any decision to remove the President or any other legal representative of an SAS (or any other manager of the SAS being included in the commercial extract of the SAS) must be filed with the competent Trade and Companies Registry within one month of the relevant decision.

Managing directors are removed either:

• by a shareholder resolution or
• by a resignation letter of the particular managing director which must be addressed to the shareholders’ meeting/supervisory board (see above) and received by the latter.

The removal must also be filed with the commercial register and is merely declaratory.

Directors may be removed by an ordinary resolution at a general meeting, notwithstanding any provision in the constitution of that company or in an agreement with the director. Notice of the intention to remove a director must be given to the company not less than thirty-five days before the meeting at which the resolution is to be moved.

A director may also be disqualified from acting as a director by order of the Court on its own motion or, in certain circumstances (including convictions for fraud and bankruptcy on the part of the director), on the application  by a prescribed class of persons which includes members of the company. When there is a change in directors as a result of a disqualification, notice must be filed with the Companies Register within 28 days after the company becomes aware of the disqualification or the relevant court order is made.

A director may also resign in writing. The constitution of a company may also specify additional circumstances in which a director may be removed.

Shareholders have a residual statutory power to remove directors by ordinary resolution (i.e. a simple majority) which cannot be removed by the company's  articles of association. It is common for the articles of association to confer additional powers of removal – for example, to enable the board to remove a director. A director may also resign at any time unless the articles of association provide otherwise.

The company must deliver to the Companies Registrar a notice in the specified form (Form ND2A) within 15 days after the removal becomes effective.

• The general meeting may remove a director at any time, without having to give any reason. In a wholly-owned company, the sole shareholder resolves on the removal (this must be in writing).
• If the company has issued a preference business quota (kft) / share (zrt) that entitles its holder to appoint/remove director(s), the removal will be decided upon by the holder(s) of such preference business quota (kft) / share (zrt), there is no need for any action by the general meeting. For the decision to take effect, the holder must notify the company of its decision (removal).
• A director may also resign at any time (without having to give reasons) by notice to the company delivered to the other director(s) of the company or its decision-making body. By force of law, if continuity of the operation of the company requires, the resignation will take effect only upon the appointment of the new director/ successor but in any case, 60 days after the resignation (so e.g. a director may not “jump ship” immediately if he is the only director in a company and his successor has not been elected yet).
• Removal of/resignation by a director must be registered in the Hungarian companies register. The effective date of the removal/resignation will be the date determined as such in the relevant resolution/resignation – the Hungarian companies register will record such date as the effective date of the change.

Directors will hold the position until the expiry of their term and they can be reappointed by the shareholders. The directors can be removed earlier before the end of their term by the shareholders’ approval (whether through a general meeting of shareholders or by adopting a unanimous circular resolution).

Any removal and changes of director must be reported to the MOLHR.

Shareholders have a residual statutory power to remove directors by a majority resolution (subject to certain procedural requirements) which cannot be removed by the company's constitution.  It is common for the constitution to confer additional powers of removal – for example, to enable the board to remove a director, or, in a subsidiary context, for the parent company to be able to remove a director by simple written notice to the company.  A director may also resign at any time.

When a director leaves office, notice must be filed with the Registrar of Companies register within 14 days.

Absent any provisions of the articles of association of a SARL company, the director(s) are appointed for a period of four years.

By contrast, the directors’ term of office in a SA company may be freely specified in the articles of association provided that it does not exceed six years in the case of an appointment during the life of the company, and two years in the case of an appointment in the articles of association or in the minutes of the general assembly meeting.

Aside from the lapse of their mandate, any directors in a SARL company may be removed for just cause by a decision of either the shareholders holding more than half of the equity interests of the company, or the competent court in whose jurisdiction the company is headquartered.

Failure by SARL company to provide just grounds for its decision to remove any directors will give rise to the payment of damages to the concerned directors.

On the other hand, the procedure for the removal of a director in a SA company will differ depending on whether the management of the company involves a board of directors or a general director. If the management structure of an SA company involves a board of directors, the latter may remove its chairperson at any time without the need to establish a just cause. Under the same management structure, in the event of a temporary or permanent absence of the general manager, the board of directors must immediately designate a replacement until by appointing a new general manager. Similarly, the general manager and the deputy general manager may be removed by the board of directors for just cause.

By contrast, where the management structure of an SA company involves a director general, the general assembly of shareholders can remove the general manager or and the deputy general manager for just cause at any time.

Any decision to remove a director of a SARL or SA company must be filed with the competent Trade Registry within one month of the relevant decision.

Directors may be removed at any time by means of a decision of the shareholders. Directors removed without cause may have a claim for damages deriving from their removal from the board. In the absence of reputational damage related to the manner of removal, damages generally correspond to the compensation that director would have received, had they stayed in office for the residual period of their appointment.

In a two-tier system the supervisory board is entitled to remove directors.

Alternatively, in limited liability companies, specific removal rights can also be set out in the by-laws.

If limited liability companies’ by-laws provide specific appointment rights, the director can be removed at any time by the shareholder who has the appointment right. 

A director may resign at any time.

When a director leaves office, notice must be filed at the companies register within 30 days.

Shareholders can be removed at any time by a resolution of the shareholders' meeting (which is the same type of resolution to appoint a director as described above).

A director may claim damages from the company for the removal unless the dismissal is based on a justifiable reason.  The damages will usually include remuneration for the remaining term of the director who was removed.

Dismissal of a director shall be registered at the company’s corporate registry within two weeks of the dismissal. 

A director may resign at any time in writing.

In practice, a statutory declaration is attached to the letter of resignation. Sometimes, the physical presence of the resigning director may be required by the Registrar before acknowledging, and noting the resignation and updating the records at the Companies Registry. Alternatively, the Registrar may send an email to a resigning director requesting them to confirm that their removal is in order and that the records at the Companies Registry can be updated to note their removal as a director. These are administrative requirements put in place by the Registry to curb cases of fraudulent or unprocedural removal of directors which prior to 2015 were noted on a number of occasions.

Shareholders reserve the power to remove directors by ordinary resolution i.e. simple majority (subject to certain procedural requirements stipulated in the Companies Act). The articles and, in the case of a company governed by a shareholders' agreement, such agreement, may also set out additional powers/processes of removing directors including a higher threshold of shareholders or consent of certain appointing shareholders. The director who is the subject of removal by shareholders’ resolution is entitled to due process including the right to be heard by the shareholders.

Section 138 of the Companies Act requires notice of any changes to directors or in their particulars to be filed at the BRS within 14 days of the change. The courts have made it clear that while the failure of a company to comply with the provisions of section 138 exposes the company and each of its officers to penal sanction, nothing in the statute suggests that the changes not notified are invalid for the non-notification.

The managers may be removed at any time, with or, if so provided for by the Articles, without cause (ad nutum), by a resolution of the shareholders, to be adopted under private seal.

Damages against shareholders might be sought in case of a harsh or vexatious removal.

A director may resign at any time in writing.

Subject to the constitution of the private company, a director may be removed from office by special resolution passed by at a meeting called for the purpose that includes the removal of the director.

A special resolution is a resolution approved by a majority of 75% or, if a higher majority is required by the constitution, that higher majority, of the votes of those shareholders entitled to vote and voting on the question.

The Companies Act requires notice to be delivered to the ROC within 28 days of the change in the case of an appointment or resignation of a director and in the case of the death of a director or a change in the name, the usual residential address, the service address of a director, of the date on which the company becomes aware of the change.

The directors can be removed from their positions, either by a shareholders’/partners’ meeting, or by unanimous written consent resolutions by shareholders/partners. The ability to pass unanimous consent resolutions and remove directors in this way must be included in the bylaws of the company. Also, a director may be removed if they become a unrehabilitated bankrupt.

Provisional board members

According to the LRAF, the LMV and the GLBO, the board of directors may appoint provisional board members, without the intervention of a shareholders' meeting, when only some of the directors are revoked and, therefore, they don´t meet the statutory quorum. Hence, in case of not meeting the statutory quorum, pending the new directors being appointed, the former board members will continue to serve in their positions for 30 days (at the most).

For entities that have only one director, the Statutory Auditor shall appoint the missing director on an interim basis.

In the case of financial holding companies (Controladoras de Grupos Financieros), the shareholders' meeting of the holding company can ratify such appointments or appoint the substitute directors at the meeting following the occurrence of such event.

Directors are usually removed after their appointment by a resignation letter. A board meeting is held in order to acknowledge the resignation of the former director and the co-option of a new director. The new director will then be noted on the extract of the commercial registry.

Directors cease to hold office either by resignation or by being removed.

The General Assembly can remove any director (either with or without just cause) at any time. “Just cause” under the New CCom includes serious and repeated breaches by a director of their duties (e.g. engaging in corrupt practices, engaging in an activity that competes with the company´s activity, among others) or becoming ineligible or disqualified from being a director.

A director dismissed without just cause may be entitled to claim compensation. In the case of an Lda. company, a director who is dismissed without just cause has the right to receive, as compensation, remuneration up to the limit established in the articles of association or up to the end of their term of office or, if the term of office is not fixed, remuneration equivalent to two financial years. Furthermore, in the case of an Lda company, if the company only has two shareholders, dismissal for just cause can only be determined by the courts.

In the case of SA companies, dismissal of a director without just cause gives such director the right to receive, as compensation, the remuneration that such director would have received until the term of office had they not been dismissed.

In SA companies, shareholders holding at least 5% of the share capital may request the judicial removal of a director based on just cause.

The resignation and/or removal of directors must be registered with the Legal Entities Registrar Office.

Under the Companies Act, the members of a company in a general meeting may (notwithstanding anything in its memorandum or articles or in any agreement between it and any director) by ordinary resolution remove a director before the expiry of their period of office.  Special notice (28 days’ notice) must be lodged with the company of any proposed resolution to remove a director under the Act or to appoint any person in the place of a director so removed at the meeting at which such director is removed.  On receipt of notice of the proposed resolution, the company must, as soon as is reasonably possible, deliver a copy of the notice to the director concerned who is entitled to be heard on the proposed resolution at the meeting.    

After every change in the board of directors, the company must lodge details of the change in the prescribed form with the Registrar of Companies.

A director can be dismissed by the corporate body competent to appoint. Generally, this is the general meeting or the supervisory board (if one is in place). For a BV, the articles of association may provide that a director may also be dismissed by another corporate body, unless the Large Company Regime applies.

When a NV has established a works council (ondernemingsraad) by virtue of statutory provisions, the proposal for the appointment, suspension, dismissal or discharge of a director must not be presented to the general meeting before the works council has been given the opportunity to determine its point of view on it. 

Subject to a company's constitution, directors can be removed by way of ordinary resolution of the shareholders. The constitution of a wholly owned subsidiary company commonly provides for the removal of a director by the parent company by way of a simple written notice to the company.

The removal of a director must be notified to the New Zealand Companies Office within 20 working days of the removal or resignation taking effect.

Notwithstanding anything in a company’s articles or any agreement between a director and the company, a director can be removed by a simple majority vote of the shareholders, subject to certain procedural requirements which must be strictly followed. A director may also resign at any time.

When a director leaves office, notice must be filed at the Corporate Affairs Commission within 14 days.

The members of the board of directors serve for two years. Board members can be removed by the body that elected the director. This does not apply for a board member that has been elected by the employees. The removal decision must be registered with the Norwegian Register of Business Enterprises by filing a registration form.

Any member of the board of directors can retire before its period of service has expired. A director who wishes to resign must notify the company's board of directors and the body that elected the director in advance and file a notification form with the Norwegian Register of Business Enterprises.

Directors may be removed at any time, either by the general meeting or by a special meeting that elected them, even if their appointment was one of the conditions of the articles of incorporation of the Company.

Also, the position of director becomes vacant by death, resignation, removal, or if the director has incurred one of the grounds for impediment specified by law or the company's bylaws.

If the director’s appointment was registered before the Public Registry of Companies, it will be necessary to file a notarised copy of the shareholders' meeting minute to register the removal of the director.

Shareholders have a statutory power to remove management board members at any time (via a shareholders' meeting or by written resolution). Management board members may also resign at any time by simple written notice to the company. The removal is effective upon the date that the company's shareholders resolution is adopted (or on the date indicated in the resolution itself) or, in case of resignation, upon filing the resignation letter with the company (or on any other date indicated in the letter).

When a management board member leaves office, notice must be filed with the commercial register within seven days. By the same deadline, notice of removal/resignation should be filed with the electronic Central Register of Beneficial Owners.

Any member of the board of directors may be dismissed (either with cause, or without cause) at any time by means of a resolution approved by the company's shareholders (via a shareholders' general meeting or by unanimous written resolution). A director may also resign at any time through the issuance of a resignation letter addressed to the Chair of the Board of Directors, or in case of the resignation of the Chair, to the company’s audit board or audit committee. The resignation is only effective at the end of the month following the month in which the resignation letter was issued, unless in the meantime a substitute is appointed.

The resignation or the resolution on director’s dismissal must be filed at the commercial registry office within 60 days from the date of the shareholders resolution or the issuance of the resignation letter.

Directors may be removed by way of a resolution of the shareholders. Where the name of the director is listed on the business licence, the commercial registration issued by the Ministry of Commerce and Industry and the memorandum of association, an amendment to remove the name of the director is necessary.  The same conditions will apply as with appointing directors with regard to signatories evidencing their authority to sign on these documents.

In the case of LLCs: Directors are removed by decision of the GMS.

In the case of JSCs:

• With a one-tier system – the sole director/members of the board of directors is/are removed by decision of the GMS. The managers are removed by decision of the board of directors.
• With two-tier system – the sole manager/members of the executive board is/are removed by decision of the supervisory board (or by the GMS in case the AoA expressly provides this possibility). The members of the supervisory board are removed by decision of the GMS.

For removals to be binding on third parties, they  must be registered with the Trade Registry.

Directors may be removed by way of a resolution of the shareholders. Where the name of a director is listed on the articles of association, an amendment removing the name of the director is necessary, which must be executed before a Saudi notary public. The same conditions apply as with appointing directors with regard to signatories evidencing their authority to sign on these documents.

Directors are removed by a decision of the shareholders representing more than half of the shares.  The document stating this must be registered at the Trade Register.

They can also be removed by the competent court in whose jurisdiction the head office is located, for just cause, at the request of any shareholder.

• Removal by shareholders. Section 152 of the Act provides that shareholders may remove directors by ordinary resolution, notwithstanding any agreement between the company and the directors.
• Written notice by appointing shareholder. It is also common for the constitution of a company to enable the appointing shareholder (or the parent company) to remove its nominee director by written notice.
• Vacation of office. A director may be disqualified and vacated from office upon conviction of certain offences (please also refer to Who can be a director? for examples of relevant statutory breaches) and persistent default in relation to delivery of documents to the Registrar.
• Resignation: A director may resign by writing under their hand left at the registered office of the company at any time.

When a director leaves office, a notice must be filed with the ACRA within 14 days.

A director can resign from the function.

However, the easier and the most common method for removing a director is recall by the general meeting (or sole shareholder). The deregistration of a director from the Commercial Register is only declaratory, i.e. the function terminates with effect from the date of recall (i.e. if the recall is made with immediate effect, from the date of decision of the general meeting).

Shareholders may remove a director by a majority resolution adopted at a shareholders meeting (subject to certain procedural requirements, including the requirement to provide the director in question with an opportunity to make representations to the shareholders). 

If a company has more than two directors, the board may remove a director by resolution (after allowing representations by the director) if it determines that the director:

• has become ineligible or disqualified
• has become incapacitated or
• has neglected, or been derelict in, the performance of the functions of a director. 

If a company has fewer than three directors it may apply to the Companies Tribunal to remove a director on the same basis.

A director appointed for a fixed term ceases to be a director upon expiry of that term.

A director may also resign at any time.

When a director leaves office, notice must be filed at the Companies and Intellectual Property Commission within ten days.

Directors may be removed by resignation or, at any time, by the company’s shareholders even if the removal is not included on the general meeting’s agenda.

The removal of a director must be registered with the Commercial Registry in order to be effective against third parties.

Members of a company's board of directors must be removed by the same person or party who has appointed such director, i.e. normally by a shareholders' meeting. The removal decision shall be duly registered with the Swedish Companies Registration Office. For the registration, a verified copy of the minutes of the shareholders' meeting and a notification form must be filed with the Swedish Companies Registration Office. The removal decision becomes effective from and including the date on which notification of the removal has been received by the Swedish Companies Registration office or the later date stated in the decision on which the notification is based.

An employee representative may at any time be dismissed from the board on the same grounds as any ordinary board member. However, it is up to the local trade union, which appointed the employee representative, to decide upon any such dismissal (rather than the shareholders in a general meeting who can decided to remove ordinary board members).

A managing director must formally be removed by the company's board of directors, however the general meeting would in practice have the authority to remove the managing director by instructing the board to do so. The removal decision shall be duly registered with the Swedish Companies Registration Office. For the registration, a notification form must be filed with the Swedish Companies Registration Office. The removal decision becomes effective from and including the date on which notification of the removal has been received by the Swedish Companies Registration Office or the later date stated in the decision on which the notification is based.

A director may also resign at any time. A director who wishes to resign from office must notify the company's board of directors and file a notification form at the Swedish Companies Registration Office. The same applies to the managing director.

Directors may be removed upon their resignation or by the shareholders in accordance with constitutional documents of the company or the law.

If the constitutional documents are silent as to the modality for removing a director, the process set out in the law must be provided. According to the CA, the process for removing a director by the shareholders is by a majority resolution preceded by a special notice to the members at least 28 days before the date of the meeting in which the members would vote on the resolution removing the director. The special notice setting out the resolution intending to remove the director must also be served on the director in question. The director to be removed must be offered a right to be heard through reasonable length written representations (without prejudice to the director's right to be heard orally).

It is common for the articles of associations to confer additional powers of removal – for example, to enable the board to remove a director, or, in a subsidiary context, for the parent company to be able to remove a director by simple written notice to the company.  A director may also resign at any time.

When a director leaves office, notice must be filed at the companies register within 14 days.

In the case of a limited liability company, there are four ways to terminate the functions of the manager(s):

• Expiry of the term. The duties of the manager(s) cease at the expiry of the period for which they have been appointed in the bylaws or in a minute of an ordinary general meeting. The managers can be re-elected, unless the bylaws provide otherwise.
• Revocation. In this case, a distinction must be made between a manager appointed by the bylaws and a manager appointed by a minute of a general ordinary meeting. In the first case, the dismissal can only take place following a decision taken by one or more shareholders representing at least three quarters of the share capital. In the second alternative, the manager can be dismissed by a decision of the shareholders representing more than half of the share capital. There is also a procedure called legal dismissal, when the shareholder or shareholders representing at least one quarter of the share capital decide to bring an action before the competent court to obtain the dismissal of the manager for legitimate reasons.
• Resignation. No law prohibits the manager from resigning from their position. However, it is important to note that in the event of the occurrence of events that impede the exercise of the manager's duties (incapacity, bankruptcy, etc.), the manager must resign; otherwise, they risk judicial dismissal for just cause.
• Death of the manager.

As with the appointment of the manager, the termination of the manager's function is also subject to the formalities of deposit and publication with the national register of companies. Within one month of cessation, an insertion in the official gazette of the national register of companies must be made.

The law allows the members of a company to remove directors by ordinary resolution notwithstanding any provision to the contrary in the company's articles or in any agreement between the company and the director. Special notice of the intended resolution must be issued and served on the director concerned, who is entitled to be heard on the resolution at the meeting.

A company’s articles may entitle the board to remove a director by majority vote.

A director may also resign by written notice at any time.

Upon removal of a director, notice of a change of particulars of directors must be filed with the companies registrar within 14 days.

Onshore UAE

Directors may be removed by way of a resolution of the shareholders. Where the name of a director is listed on the memorandum of association, an amendment removing the name of the director is necessary, which must be notarised at a UAE notary public. The same conditions apply as with appointing directors with regard to signatories evidencing their authority to sign on these documents. Documents originating from outside of the UAE must be notarised and legalised up to the level of the UAE embassy in the country of origin, translated into Arabic for use in the UAE and attested locally by the UAE Ministry of Foreign Affairs and Ministry of Justice.

Dubai International Financial Centre

Directors may be removed by way of a resolution of the shareholders of the company. Similar to the process for appointing a director, an online request must be filed with the DIFC Registrar of Companies through the portal account of the company. The documents that must be filed for this process include either a resignation/termination letter or a copy of the shareholder's resolution approving the removal.

Shareholders have a residual statutory power to remove directors by a majority resolution (subject to certain procedural requirements) which cannot be removed by the company's constitution.  It is common for the constitution to confer additional powers of removal – for example, to enable the board to remove a director, or, in a subsidiary context, for the parent company to be able to remove a director by simple written notice to the company.  A director may also resign at any time.

When a director leaves office, notice must be filed at the companies register within 14 days.

In general, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares of stock then entitled to vote at an election of directors pursuant to the company’s charter. A notable exception, however, is that in companies with “classified” boards (in which directors are divided into “classes” that are elected staggered multi-year terms), stockholders may remove directors only for cause unless the charter provides otherwise.  In situations where companies attract investment from funds or other sophisticated investors, particularly in private companies, it is common for those investors to have voting or similar agreements that allow them to control the removal and appointment of designated directors.

The Companies Act provides that a company may remove a director from office by an ordinary resolution passed at a general meeting of the company. The Companies Act requires that the notice of intention to remove a director is made in the prescribed manner and form and is sent to the company secretary within not less than 28 days before the  general meeting.

The removal of the director must be registered at PACRA by filing the prescribed forms, the resolution removing the director and the prescribed fee within 21 days of the resolution being passed.

A director can also be removed if they resign.

Directors are removed in accordance with the COBE, if they have been:

• Declared insolvent or bankrupt in terms of any law in Zimbabwe or any other country.
• Convicted of theft, fraud, forgery or perjury.
• Sentenced to serve a term of imprisonment without the option of a fine or to a fine exceeding level 5 unless they have received leave from a court or been discharged or rehabilitated.

Further, a director may be removed, with or without a stated reason or cause, upon a majority shareholder vote.  However, the removal of the director may only be carried out if the notice of the meeting states that the purpose of the meeting is to vote on the removal of such director at the meeting.

A director may also choose to resign. Written notice must be given to board.