{"id":1285,"date":"2020-12-15T02:49:14","date_gmt":"2020-12-15T02:49:14","guid":{"rendered":"http:\/\/nz.legalvision.com.au\/?p=1285"},"modified":"2023-05-01T09:42:54","modified_gmt":"2023-04-30T20:42:54","slug":"how-to-remove-a-director-from-a-company-in-new-zealand","status":"publish","type":"post","link":"https:\/\/legalvision.co.nz\/corporations\/how-to-remove-a-director-from-a-company-in-new-zealand\/","title":{"rendered":"How to Remove a Company Director in NZ"},"content":{"rendered":"\n

Directors are important company figures, especially in governance and high-level decisions. However, they ultimately report to the company\u2019s shareholders. Shareholders may have less control over a company\u2019s day-to-day running, but they can <\/span>remove a company director<\/span><\/a> if enough shareholders agree. This article will outline the process of removing a director and other key information you should note as a shareholder.<\/span><\/p>\n\n\n\n

Process for Removing a Company Director<\/span><\/h2>\n\n\n\n

Removing a director in New Zealand is relatively simple and set out clearly in the <\/span>Companies Act 1993<\/span><\/i>. The default process is to:<\/span><\/p>\n\n\n\n

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  1. call a shareholder meeting for the specific purpose of removing the director in question. There can be other purposes, but they must appear in the notice of the meeting; <\/span><\/li>\n\n\n\n
  2. at the meeting, shareholders can remove the director through an \u2018ordinary resolution\u2019. An ordinary resolution is a resolution that is approved by a majority of shareholders entitled to vote; and<\/span><\/li>\n\n\n\n
  3. if a majority of shareholders votes in favour of the resolution, it passes, and the director\u2018s removal from their office becomes effective. <\/span><\/li>\n<\/ol>\n\n\n\n

    While this is the default process, if your company constitution or shareholders agreement sets out another process, you will need to follow that process instead.<\/span><\/p>\n\n\n\n

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    Note that if your company has special voting rights attached to some shares, these will be considered in the vote for the resolution to remove a director. <\/span><\/p>\n<\/div>\n\n\n\n

    After you have removed a director, you must update this on the Companies Office register. <\/span><\/p>\n\n\n\n

    You can do this by logging into your online services account and entering the: <\/span><\/p>\n\n\n\n