Removal Of Director Resolution Template for Ireland

When shareholders need to remove a director from their position in an Irish company, you must follow a specific legal process outlined in the Companies Act 2014. A Removal of Director Resolution is the formal document that records this decision and ensures compliance with Irish corporate law. This resolution allows shareholders to exercise their statutory right to remove directors before the end of their appointed term, provided you follow the correct procedures.

When do you need this document?

You will need a Removal of Director Resolution in several circumstances. If a director has breached their fiduciary duties, engaged in misconduct, or consistently fails to attend board meetings, shareholders may decide removal is necessary. During corporate restructuring or strategic changes, you might need to remove directors whose vision no longer aligns with the company's direction. The resolution is also required when conflicts of interest cannot be resolved, or when a director's performance significantly impacts the company's operations. In family businesses, disputes between family members serving as directors often necessitate formal removal procedures.

Key legal considerations

Before proceeding with director removal, you must understand several critical legal requirements. The director being removed has the right to make written representations to shareholders and speak at the general meeting. You cannot use this process to remove directors appointed by specific classes of shareholders unless the company's articles permit it. Consider whether the director has any service contracts that might trigger compensation claims upon removal. Ensure the removal won't breach any shareholders' agreements or leave the company without sufficient directors to meet legal minimums. The resolution must be carefully worded to specify the exact grounds for removal and reference the appropriate legal authority.

Legal requirements in Ireland

Under Section 146 of the Companies Act 2014, you must provide special notice of at least 28 days before the general meeting where the resolution will be voted on. The notice must be sent to all shareholders and the director being removed. An ordinary resolution requires a simple majority of votes cast by shareholders present at the meeting. You must ensure the meeting is properly convened with adequate notice to all shareholders and that a quorum is present. The resolution must be recorded in the company's minute book and filed with the Companies Registration Office within 21 days. Additionally, you should review your company's Articles of Association, as they may contain specific procedures or additional requirements for director removal that must be followed alongside the statutory requirements.