Removal of directors or managers shall be approved by the shareholders meeting and then registered in the Public Registry.

Branch

Not applicable – a registered foreign company must always have a local agent who is responsible for any obligations that the foreign company must meet. If a local agent ceases, the foreign company must appoint another agent and notify ASIC of the removal and appointment via lodgment of a form.

Proprietary company

The board of directors or the shareholders can remove a director. 

Public company

Directors of public companies can only be removed by the shareholders. They cannot be removed by the other directors.

Stock corporation (AG)

Removal of the members of the supervisory board requires a vote by the shareholders' meeting (usually 75 percent of the votes cast, unless lowered by the articles of association; however, in no case less than 50 percent of the votes cast). Removal of the members of the management board requires a vote by the supervisory board, limited to important reasons.

Limited liability company (GmbH) and Flexible Company (FlexKapG)

Removal of the members of the supervisory board, as well as managing directors, requires a vote by the shareholders' meeting (usually 75 percent of the votes cast).

With Limited Liability (WLL)

Resolution from the company or a general meeting by the shareholders is required.

Closed Shareholding Company (BSC(c)) 

Resolution from the company or a general meeting by the shareholders is required.

Foreign Branch (Branch)

Resolution from the parent company is required. 

Public limited company (société anonyme/naamloze vennootschap

Monistic board structure - collegial board of directors

The directors can be dismissed by the shareholders' meeting ad nutum. Unless the articles of association provide otherwise, the shareholders' meeting can at the time of dismissal decide to give a notice period or severance pay. The articles of association can provide that a director may only be dismissed with a notice period or a severance pay. In any event, the shareholders' meeting may always dismiss a director without notice period or severance pay due to legal reasons.

Monistic board structure - sole director

The articles of association can foresee that the sole director must agree with its own dismissal. In any event, the shareholders' meeting can, without the approval of the sole director, dismiss the sole director taking into account the necessary majorities for the amendment of the articles of association. Shareholders (with voting rights) which hold at least 10 percent of the capital (or 3 percent for a listed company) can appoint a special proxyholder, whether or not a shareholder, charged with the introduction of a claim regarding the dismissal of the sole director for legal reasons.

Dualistic board structure - board of supervision

The members of the board of supervision can be dismissed by the shareholders' meeting ad nutum. Unless the articles of association provide otherwise, the shareholders' meeting can, at the time of dismissal, decide to give a notice period or severance pay. The articles of association can provide that a member of the board of supervision can only be dismissed with a notice period or a severance pay. In any event, the shareholders' meeting can always dismiss a member of the board of supervision without notice period or severance pay due to legal reasons.

Dualistic board structure - executive board

The board of supervision is competent for the dismissal of members of the executive board.

In any event, the removal of a director must in all cases be published in the Annexes to the Belgian State Gazette.

Limited company (société à responsabilité limitée/besloten vennootschap) 

If the director has been appointed in the articles of association, an amendment of the articles of association will be necessary in order to dismiss the director.

If the director has not been appointed in the articles of association, the shareholders' meeting can at any time without justification dismiss a director with immediate effect (ad nutum) unless the articles of association or the minutes of the shareholders' meeting appointing the director state otherwise.

Unless the articles of association provide otherwise, the shareholders' meeting can decide at the time of dismissal to grant a notice period or severance pay.

In any event, the shareholders' meeting can decide to dismiss a statutory or non-statutory director in case of legal reasons without notice period or severance pay.

Removal of a director must be published in the annexes to the Belgian State Gazette.

Belgian branch office of a foreign company

The legal representative of the Belgian branch office can be removed by a decision of the competent corporate body of the foreign company.

Limited liability company (Sociedade Limitada)

Removal of managers depend on the approval of quotaholder(s) (quotaholders representing more than 1/2 of the company's capital, unless if otherwise provided in the articles of organization).

Corporation (Sociedade Anônima)

Removal of directors is allowed by a vote of shareholders. Officers are removed by means of a resolution of the board of directors, if any, or the shareholders (the latter in case the corporation does not have a board of directors).

Corporate subsidiary (Corporation form rather than flow-through form)

Removal of directors is generally allowed by a vote of all shareholders. Removal of officers is generally allowed by a vote of directors.

Directors may be freely removed by the shareholders of a corporation or a simplified corporation. Removal shall affect all directors; individual or collective revocation of 1 or more of its members is not allowed. Officers are freely appointed and removed by the board of directors. If officers are determined in bylaws of a limited liability company, the partners must unanimously agree on the removal.

Directors may be removed by the sole shareholder or the shareholders’ meeting. General manager may be removed by the board of directors (or the sole director).

Removal of directors must hold the same formalities as their designation.

Limited liability company

Removal of members of the supervisory board, as well as managing directors, requires a vote by the shareholders' meeting. It is possible to recall a managing director, as well as a member of the supervisory board, at any time. Managing director, as well as a member of the supervisory board, can resign from the position. Recall or resignation must be recorded in the commercial register.

Joint stock company

Removal of members of management, as well as the supervisory board, requires a vote by shareholders' meeting. It is possible to recall board members at any time. Board members can resign from their position. Recall or resignation must be recorded in the commercial register.

Limited liability company (Kapitalselskab)

The shareholders have the authority to remove the board of directors or the supervisory board at a shareholders' meeting, and a member of the board of directors may resign at any time.

The executive board is both appointed and dismissed by the board of directors. If the company has no board of directors, the executive board is dismissed by the general meeting.

The limited company's articles of association may include provisions on appointment and removal of the board members that deviates from the above.

Corporate entities

Generally, shareholders, quotaholders or founders may remove directors or managers at any time by virtue of a decision issued by the general assembly, or they can resign. Managers and directors who are appointed in accordance with a labor contract governed by Labor law cannot be removed unless in accordance with the Labor Law.

With regard to LLCs, the removal of the manager(s) shall be by virtue an EGM resolution. Such resolution shall be issued by the numerical majority of 3/4 of the quotas represented at the meeting.

Branch

A foreign-based company can remove manager(s) at any time and subject to applicable provisions of labor law (if appointed in accordance with a labor contract that is governed by labor law).

RO

A parent company can remove manager(s) at any time and subject to applicable provisions of labor law (if appointed in accordance with a labor contract that is governed by labor law).

Osakeyhtiö (Oy)

The shareholders' meeting resolves upon removal of directors. Removal of managing director requires a board resolution. Directors and managing director may furthermore resign by notifying the board.

Société par actions simplifiée (SAS)

Removal of the president allowed by a vote of the shareholders. Removal shall not intervene within vexatious circumstances and the president shall be able to defend his position with the shareholders prior to his removal.

Société à responsabilité limitée (SARL)

Removal of the manager allowed by a vote of the shareholders. Removal shall nevertheless be motivated and shall not intervene within vexatious circumstances, and the manager shall be able to defend his position with the shareholders prior to his removal. If dismissal is decided upon without just cause, it may give rise to damages.

Société anonyme (SA)

Removal of the CEO, the members of the executive board, the members of the board of directors, the chairman of the board of directors, the members of the supervisory board and the chairman of the executive board shall not intervene within vexatious circumstances, and they shall be able to defend their position with the shareholders prior to their removal (note that the removal of the CEO or the members of the executive board shall be also motivated).

GmbH – limited liability company

The shareholders resolve on the appointment of the managing directors.

The removal of a managing director is possible at any time and without notice by the executive organ stated in the statutes. Removal must be filed for entry in the commercial register.

Please note that German law distinguishes between the position as managing director and the contractual relationship based on the service agreement. The termination of the service agreement is subject to the agreed notice period.

Societe anonyme (S.A.)

Appointed directors may be removed at any time by those having the right to appoint them (general meeting of the shareholders) and be replaced by others. Revocation and appointment of new directors are to be registered to the General Commercial Registry.

Board of directors is competent to decide on a removal of an officer.

Limited liability company (L.L.C.)

Directors can be removed by decision of the general partners' meeting or by court decision. Revocation of directors is registered in the General Commercial Registry.

Private company (P.C.)

Directors can be removed by decision of the general partners' meeting or by court decision. Revocation of directors is registered to the General Commercial Registry.

Limited private companies

Removal of directors is generally allowed in general meeting (written resolution is not allowed) by an ordinary resolution of shareholders, but note special procedures apply (eg, the director must be given the right to be heard before a decision).

Directors may be removed by a resolution of a shareholders' or quotaholders' meeting at any time, without having to give reasons.

Directors may also resign from their position at any time (subject to their service/employment agreement). If operation of a company so requires, the termination will become effective only on the 60th day after the resignation is submitted (eg if there is no other director).

Private limited company

Removal of directors is allowed by majority of the shareholders. Size of the board of directors cannot fall below 2.

Limited liability company

Members of the board of directors or the board of commissioners may be removed under a resolution of the general meeting of shareholders, the procedure for which is commonly provided in the company's articles of association and in line with the provisions under the Indonesian Company Law.

Private company limited by shares (LTD)

Shareholders can remove or replace directors by availing of a statutory procedure set out in the Companies Act 2014. The constitution of a company can also often provide authority to the board of directors to remove and appoint directors.

External company

Determined by the laws of the jurisdiction of incorporation.

Company

Directors are generally removed by a majority vote of the shareholders who appointed them. The board of directors appoints and removes the general manager.

Branch / representative office

Not applicable.

Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

Removal of directors is generally allowed by a vote of quota-holders should the relevant director be appointed for an unlimited period of time and without prejudice to an adequate notice period. Should the relevant director be appointed for a fixed period of time, they can be removed for “just cause” with a resolution of the quota-holders. In case of absence of a just cause, the quota-holders meeting can remove such director, but compensation for damages will be due.

Registered branch

Depends on the governing law of the foreign company.

Kabushiki-Kaisha (KK)

Removal of directors is generally allowed by a majority vote of shareholders at the general meeting of shareholders.

Godo-Kaisha (GK)

A managing member who appointed its executive manager may freely remove its executive manager.

Private limited liability company (Société à responsabilité limitée or S.à r.l.)

Managers may only be removed by the shareholders for legitimate reasons. The articles of incorporation/association can allow the removal without cause (ad nutum).

Public limited liability company (Société anonyme or S.A.)

Directors may be removed without cause (ad nutum) by the general meeting of the shareholders.

Special limited partnership (Société en commandite spéciale or SCSp)

Managers must be designated in the limited partnership agreement. Their removal process is to be detailed in the limited partnership agreement.

Subject to a constitution of a private limited company, a director may be removed by ordinary resolution subject to a special notice prescribed under the Companies Act 2016. The ordinary resolution for the removal of a director must be passed at a physical shareholders’ general meeting and cannot be passed by way of a written resolution.

Private company

Unless the constitution of the company provides otherwise, a special resolution is required to remove a director from office.

A resolution to remove a director can only be passed at a meeting called for the purpose that includes the removal of the director.

Public company

The directors of a public company may be removed by an ordinary resolution; this is mandatory.

A resolution to remove a director can only be passed at a meeting called for the purpose that includes the removal of the director.

S.A. de C.V.

Removal of directors is allowed by a vote of the majority of the shares. However, directors appointed by shareholders or a group of shareholders holding at least 25 percent of the capital stock of the company, in exercise of such minority right, can only be removed by the shareholder or group of shareholders that appointed such director.

de R.L. de C.V.

Removal of managers is allowed by a vote of the majority of the partners (partners have one for each MXN1.00).

S.A.P.I. de C.V.

Removal of directors is allowed by a vote of the majority of the shares. However, directors appointed by shareholders or group of shareholders holding at least 10 percent of the capital stock of the company, in exercise of such minority right, can only be removed by the shareholder or group of shareholders that appointed such director.

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Directors can be dismissed by a resolution of the shareholders meeting.

Co-operative U.A.

Board members can be dismissed by a resolution of the meeting of members.

C.V. (a limited partnership)

Members of the management committee, if any, can be dismissed in the way as provided for in the partnership agreement.

Limited liability company

Generally, directors may be removed by shareholders by ordinary resolution except to the extent provided otherwise in the applicable company's constitution.

Branch

The removal of directors is subject to the laws in the jurisdiction where the overseas company is incorporated.

The procedure for the removal of a director of a company is provided local law. The law provides that a company may by ordinary resolution remove a director before the expiration of their period of office, notwithstanding anything in its articles of association or in any agreement between the company and the director.

It is worthy to note that a special notice is required to be issued to the company and the director prior to any resolution to remove such director. The director may, however, on receipt of such notice, make a representation to the company and shall be entitled to be heard at the meeting.

The removal of an officer (other than a director or company secretary) is subject to the provisions of such officer’s contract of employment. Where such officer is the company secretary of a public company, their removal will be subject to procedure set out under the Nigerian Company Law.

Directors removed from office before the end of their tenure may now be regarded as ineligible for future directorship appointments.

Private LLCs

A director can be removed by the general meeting. This does not apply to directors chosen of the company's employees. If the company has a general assembly, the director may be removed by the general assembly.

Public LLCs

A director can be removed by the general meeting. This does not apply to directors chosen of the company's employees. If the company has a general assembly, the director may be removed by the general assembly.

Partnerships with unlimited liability

A director can be removed by the partnership meeting. This does not apply to directors chosen by and among the company's employees.

Directors may be freely removed by the shareholders of a corporation. Removal does not need to affect all of the directors, since the removal of 1 or more of the members of the board is allowed. Officers are freely appointed and removed by the board of directors or by the shareholders’ or partners’ meeting, as applicable.

Generally not applicable.

Exception is a subsidiary where a director can be removed from office by a vote of the stockholders representing at least 2/3 of the outstanding capital stock. Removal of officers is governed by the bylaws.

Generally, it is the shareholders' meeting in limited liability companies and the supervisory board in joint-stock companies that appoints and dismisses directors, unless the articles of association state otherwise. Changes in the board of directors (management board) must be recorded in the business register.

Appointment

• Directors must be appointed by the company's shareholders (via a shareholders' general meeting or by unanimous written resolution).
• A resolution appointing a director must be filed at the companies’ registry office within 60 days from the approval of the resolution. A director's residential address and the director’s Portuguese taxpayer number must be provided to the commercial registry office.
• The companies’ registry office must also be provided with an acceptance declaration on the appointment issued by the relevant director. In such declaration the relevant director must state that he/she is not aware of any circumstances that may prevent them from performing such function.

Removal

• Directors may be removed from office at any time by means of a shareholder If removal is without a cause, directors may be subject to a compensation.

• A director may also resign at any time through the issuance of a resignation letter.

• 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.

Corporations

Generally, any director or the entire board of directors may be removed, with or without just cause, by the majority of the shareholders entitled to vote to elect directors.

Limited Liability Companies

Generally, any director or the entire board of directors may be removed, with or without just cause, by the majority of the members entitled to vote to elect directors, or as otherwise provided in the LLC’s operating agreement.

Joint stock company (JSC)

Members of the board of directors/supervisory board may be revoked by the general meeting of shareholders; members of executive board may be revoked by the supervisory board.

Limited liability company (LLC)

Directors may be revoked by the general meeting of shareholders.

Joint-stock company (public and non-public)

Removal of the sole executive body – anytime by a resolution of the general shareholders' meeting or board of directors, if such resolutions are within the competence of the board of directors.

Limited liability company

Removal of the sole executive body – anytime by a resolution of the general members' meeting or a resolution of the board of directors if this falls within the competence of the board of directors according to the company's charter.

Limited liability company

Company may remove directors appointed in the Articles of Association or a separate contract without prejudice to the officers' right to compensation if required.

Limited liability company

Depends on the company's constitution. Typically for private companies and subject to the company's constitution, directors can be removed by the passing of an ordinary resolution of the shareholders at a general meeting. For public companies, the CA provides that shareholders may by ordinary resolution remove a director before the expiration of his or her period of office, notwithstanding anything in its constitution or in any agreement between it and the director but, where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders, the resolution to remove them shall not take effect until their successor has been appointed.

Private and public companies (including personal liability companies)

A director may be removed by an ordinary resolution adopted at a shareholders meeting after giving the relevant director notice of such meeting and affording the director an opportunity to make representation.

External Company

Regulated by the foreign company's place of incorporation.

Joint-stock company (Jusik Hoesa)

Removal of a director or statutory auditor requires a special resolution of the general meeting of shareholders (see Quorum requirements for shareholder and board meetings for quorum requirements for a special resolution).

Removal of the representative director requires a resolution of the board of directors. However, if the company intends to dismiss the representative director from the director position as well, it would require a special resolution of the general meeting of shareholders.

Limited company (Yuhan Hoesa)

Removal of director and statutory auditor (if any) requires a special resolution of the general meeting of members (see Quorum requirements for shareholder and board meetings for quorum requirements for a special resolution).

Branch (Sucursal)

Removal of branch representatives is allowed at the principal company's will.

Limited liability company (Sociedad Limitada)

Removal of directors is allowed by a vote of shareholders at a shareholder general meeting.

Joint-stock company (Sociedad Anónima)

Removal of directors is allowed by a vote of shareholders at a shareholder general meeting.

Limited company (aktiebolag, AB)

The shareholders' meeting resolves upon removal of directors. Removal of managing director requires a board resolution. Directors and managing director may furthermore resign by notifying the SCRO.

Trading partnership (handelsbolag, HB)

In accordance with the partnership agreement or otherwise agreed upon among the partners.

The SCRO has to be notified of the change.

Limited partnership (kommanditbolag, KB)

In accordance with the partnership agreement or otherwise agreed upon among the partners.

The SCRO has to be notified of the change.

Branch office (filial, Branch)

A foreign company resolves upon removal of a managing director by notifying the SCRO. A document verifying the authorization to sign the power of attorney for the managing director and the deputy managing directors of the branch (eg, a registration certificate or certification from the notary public). The document must include information on the registered board of directors of the foreign-based company and their signatory power. A managing director may furthermore resign by notifying the SCRO.

Stock corporation

The general meeting of shareholders is entitled to dismiss the members of the board of directors.

Company limited by shares

Removal of directors can be effectuated by the shareholders' meeting or the shareholder designating such director (without a shareholders' meeting). Officers can be removed by the board.

Closely-held company limited by shares

Removal of directors can be effectuated by the shareholders' meeting or the shareholder designating such director (without a shareholders' meeting). Officers can be removed by the board.

Limited company

All members must consent to remove or replace the director(s).

Branch office of a foreign company

Manager of the branch office can be removed by the board of the foreign company.

Private limited company

A resolution of shareholders' meeting for the removal of a director, and the change of authorized signatory power, if any, as well as the registration with the DBD for change of directors and the authorized signatory power is required.

Public limited company

A resolution of shareholders' meeting for the removal of a director, and the change of authorized signatory power, if any, as well as the registration with the DBD for change of directors and the authorized signatory power is required.

Partnerships

Not applicable for this jurisdiction.

Joint-stock company (JSC)

Members of the board, whether elected or appointed by the articles of association, may be removed at any time by the decision of the general assembly.

Limited liability company (LLC)

Managers, whether elected or appointed by the articles of association, may be removed at any time by the decision  of the general assembly.

Limited Liability Company

Participants always have the power, by a simple majority vote, to remove directors of a company. If the company has a supervisory board, this power may be delegated to supervisory board. The number of votes for the dismissal and appointment of the director in the company may be increased by the charter.

Private Joint-Stock Company

In a one-tier governance structure, the general meeting of shareholder is authorized to appoint and dismiss directors of the board of directors.

In a two-tier governance structure, the supervisory board has the power, by a simple majority vote, to remove the executive body of PJSC, unless otherwise provided by the company's charter.

LLC

If appointed for a limited term in office, the director/manager shall remain for the duration unless the memorandum provides that they may be dismissed, and such dismissal must be by the same majority required for amendment of the company memorandum (unless stated differently in the memorandum). If the memorandum is silent, a unanimous vote of the partners, or a court order where serious causes so justify, can lead to dismissal.

Branch

The parent company can at any time remove the general manager of the branch.

FZ-LLC

The shareholders of a company can remove a director, at a special general meeting called for such purpose, by ordinary resolution, provided the notice requirements are complied with or by a written unanimous resolution of the shareholders.

FZ-Branch

Same as branch.

Dual Licensee Branch

Same as branch.

Private limited company

Shareholders always have the power, by a majority vote, to remove directors of a company under a statutory procedure requiring an ordinary resolution at a general meeting. The articles of association often gives authority to the board of directors to remove and appoint directors and may also permit majority shareholder(s) to appoint or remove directors by written notice to the company. Directors may also resign from their office by giving written notice (but which may be subject to provisions of the articles of association).

Limited liability partnership (LLP)

Not applicable.

Registered UK establishment

Not applicable for this jurisdiction.

Removal of directors is generally allowed by a vote of shareholders; removal of officers is generally allowed by a vote of directors.

Generally, directors in the case of JSC shall be removed by the body that has the right to appoint the director.

The officer shall be removed by the body that has the right to appoint the officer. Additionally, the removal of directors and officers may require notification to the relevant authority.