This article is for Irish company shareholders and directors who are dealing with a director who needs to be removed from the board but won't step down voluntarily.
If you're wondering whether you have the legal power to remove a director, what the actual process involves, or what "special notice" means, this guide covers the step-by-step removal process under the Companies Act 2014, the voting thresholds you need, and the procedural requirements you must follow to make it legally valid.
Key Takeaways
Removing a director requires an ordinary resolution (more than 50% of votes cast) at an EGM, not a written resolution.
You must give 28 days' special notice to the company before holding the EGM to remove a director.
The director being removed has the right to submit written representations and speak at the EGM before the vote.
Removing a director from the board does not terminate their employment contract or remove their shareholder rights.
After passing the resolution, you must file Form B10 with the registry and update your statutory registers immediately.
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.
Do I need more than 50% of shares to remove a director?
Yes, you need more than 50% of the votes cast at the meeting to pass the ordinary resolution. If the director you want to remove holds exactly 50% of the shares, you won't be able to remove them through this process and will need to explore other options.
What's the difference between an ordinary resolution and a special resolution?
An ordinary resolution requires a simple majority (more than 50%) of votes cast, while a special resolution requires at least 75%. To remove a director, you only need an ordinary resolution—you don't need a supermajority or unanimous vote.
What is special notice and how much advance warning do I need to give?
Special notice is a formal written notice that must be given to the company at least 28 days before the meeting can be held. This 28-day period is non-negotiable—if you skip it or cut it short, the removal will be invalid. The good news is that the 21-day notice required for the EGM itself can run within that 28-day window.
Can I remove a director using a written resolution instead of holding a meeting?
No, you cannot use a written resolution to remove a director. The ordinary resolution must be passed at an actual general meeting (EGM)—this requirement cannot be bypassed, and attempting to do so will make the removal invalid.
Does the director being removed get to defend themselves?
Yes, the director has the right to attend and speak at the EGM, and they can submit written representations in advance that must be circulated to all shareholders. While they cannot block the vote, they must be given the opportunity to be heard—ignoring these procedural protections could expose the company to legal challenge.
What happens to the director's employment contract when they're removed from the board?
Removing a director from the board does not automatically terminate their employment agreement—these are two separate legal relationships. If the director has a service contract with the company, they may still have a claim for wrongful or unfair dismissal, and the removal doesn't affect any compensation or damages they may be entitled to.
If I remove a director, do they lose their shares in the company?
No, removing someone as a director does not remove them as a shareholder. They retain their shares, their voting rights at general meetings, and their entitlement to dividends—this distinction can create ongoing complications.
What are the steps after the vote passes to make the removal official?
Once the ordinary resolution passes, the director is immediately removed from office, and you must file Form B10 with the relevant company registry and update your statutory registers. The removed director can file their own form if the company fails to update the record, though this doesn't affect the validity of their removal.
