This article is for startup founders and directors in Ireland dealing with a co-founder who has gone silent and stopped engaging with the business.
If you're stuck wondering whether you can still run the company, sign contracts, or remove an unresponsive co-founder from their role, this guide covers the legal steps you can take, what requires shareholder approval, and how to protect yourself and the business before the situation becomes a crisis.
Key Takeaways
• Document every contact attempt with dates and methods before taking formal action to protect yourself legally. • Check your constitution and shareholder agreement first—they may contain automatic vacation or leaver clauses that resolve this. • Send formal written notice to the co-founder's last known address before removing them from any position. • You can remove a director with 50% shareholder vote, but cannot force them to sell their shares. • Diluting a missing co-founder's shares is legally risky unless done for legitimate commercial purposes with proper approval.
Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.
What should I do first when my co-founder stops responding?
Start by documenting everything before taking any formal action. Record every attempt to contact them with dates and methods, send all communications by email to create a paper trail, and continue holding board meetings while noting their absence in the minutes. This documentation becomes crucial evidence if the situation escalates later.
Can I remove my co-founder as a director if they've gone silent?
You cannot remove a director unilaterally—it requires a shareholder resolution with more than 50% of votes at a properly convened EGM under Section 146. However, if your company constitution includes automatic vacation provisions under Section 148 and your co-founder has been absent from board meetings for the specified period (typically six months), they may have already ceased to be a director automatically.
What's the difference between removing someone as a director versus forcing them to sell their shares?
These are two completely separate processes governed by different rules. You may be able to remove someone as a director through a shareholder vote, but you almost certainly cannot force them to sell their shares unless you have a shareholder agreement with leaver clauses or obtain a court order.
Do I need to check any documents before taking action?
Yes, check your company constitution and any shareholder agreement immediately—most founders skip this critical step. Your constitution may contain automatic vacation of office provisions, and your shareholder agreement may include good leaver/bad leaver clauses that give you the right to buy back shares if a founder abandons the business. These provisions are your fastest and cleanest route to resolution.
Can I still run the business and make decisions if my co-founder has disappeared?
Yes, if you're a director and the board has quorum (typically just one director in small companies), you can continue making day-to-day operational decisions, signing contracts within your authority, and running the business. However, certain major decisions like removing a director, amending the constitution, or approving specific transactions require formal shareholder resolutions.
What happens if my missing co-founder owns 50% or more of the shares?
If they hold 50% or more, passing any resolution they oppose or fail to participate in becomes legally complicated. In this scenario, you may need to apply to the court under Section 212, which deals with oppression and unfair prejudice—this is a serious step that requires proper legal advice.
Should I send formal written notice before taking action?
Yes, you must demonstrate that you tried to resolve the situation before removing anyone. Send a formal letter to their last known address clearly stating the problem, specify what decisions are pending, give a reasonable deadline for response, and if there's no reply, send a second communication confirming the lack of engagement. This step is essential to avoid claims that you acted unfairly or without proper notice.
Can I dilute my co-founder's shares by issuing new shares to myself?
While theoretically possible, this is extremely risky territory. Issuing new shares requires board and shareholder approval, and if shares are issued below market value or primarily to punish a specific shareholder rather than raise capital, you could face a legal challenge. Courts take a dim view of share issuances designed to squeeze out a co-founder, even an absent one.
