How to Remove Company Director in Nigeria

The director of a company is a person that is charged with the responsibilities of managing the business of a company. Removal of a company director is made by an ordinary resolution. It is important to carefully follow due process otherwise the removal would be invalid in law and non-compliance with the procedure for the removal of a company director entitles the aggrieved director to compensation or damages.

Removal of directors is the prerogative of the members at the company’s general meeting or extra general meeting. The Board of Directors may however suspend a director pending the final removal of the director by the members.

Reasons for Change of a Company Director

1. Voluntary resignation of a director
2. Replacement due to the resolution of the shareholders
3. Death of a director
4. Uncultured behaviour of a director
5. Transfer of ownership
6. Retirement
7. Failure to optimally perform his/her role

Steps for Removal of Company Directors in Nigeria

1. The company would by ordinary resolution reach a decision to remove a director
2. Issuance of a 21 days special notice to the director of the company’s intention to remove a such director. Upon receipt of the notice, the director has a choice of responding to the notice for the purpose of a fair hearing by making a representation in writing
3. Notice of removal of any director should be filed with the Corporate Affairs Commission within 14 days otherwise a default fee or penalty will apply.
4. where the director to be removed sends in a written representation within the notice period the company must circulate the written representation to members
5. where the representation is not circulated as required by law because it was received too late, the director to be removed may request that the representation be read at the meeting.
6. The representation by the director to be removed need not be circulated or read out if an aggrieved party can show the Court that circulating or reading it out is aimed at needless publication of defamatory matters.

Please note that there is no particular form of a notice, what matters is the content of the notice and that a copy is sent to the affected director inviting him to make a written representation to the board or a verbal representation at the meeting where the resolution for his removal will be passed.
Read Also: How to Wind-Up, Liquidate or Dissolve a Company in Ghana.

Requirements for Changing a Company Director

1. Name of the director to be changed or replaced.
2. Details of the incoming director must include the following: surname, first name, other names (if any), former names (if any), nationality, gender, date of birth, phone number, email address, occupation, state, local government area, city, house number, street number, identity type, identity number, means of id, signature, photograph

How Long Does It Take to Change a Company Director

Usually, it takes 48 hours, but in recent times, it could take up to 14 working days due to technical glitches on the official portal of CAC.

Conclusion

In Nigeria, the director of a company who is unlawfully removed or changed, may seek relief against the company for unlawful removal from a competent court. The reliefs include declarations that the removal was wrongful hence void, an order of court re-instating him back to his position as a director, an order of compensation for breach of service contract, compensation for loss of office and damages.

Please reach out to us here to ensure you do the right thing according to the law.