This article is for Irish company directors and shareholders dealing with a director who has gone silent, stopped attending meetings, or is blocking critical business decisions.
If you're wondering whether you can legally remove an unresponsive director without their consent, this guide covers the Section 146 removal procedure, constitutional provisions, and court-ordered removal options when someone simply won't engage.
Key Takeaways
Shareholders can remove unresponsive directors by ordinary resolution using Section 146 with 28 days' special notice to the company.
You must file Form B10 with the CRO within 14 days of director removal or face penalties.
Directors absent from meetings for six consecutive months can be removed by court order under Section 184(c).
Removing a director doesn't affect their shareholding rights, they retain voting rights and dividend entitlements as a shareholder.
Check your constitution first as it may contain automatic removal provisions for bankruptcy, incapacity, or extended absence.
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.
Can I remove a director who refuses to respond to emails or attend meetings?
Yes, you can remove an unresponsive director using Section 146 of the Companies Act 2014, which allows shareholders to remove any director by ordinary resolution with special notice. Alternatively, if the director hasn't attended meetings for six consecutive months, you can apply to the court for removal under Section 184(c).
Do I need the director's consent to remove them?
No, directors can be removed against their will using proper legal procedures. Section 146 specifically states that removal can happen "notwithstanding anything in the constitution or any agreement," meaning the director cannot block their own removal if shareholders vote accordingly.
How much notice do I need to give before removing a director?
You must give the company at least 28 days' special notice of your intention to propose the removal resolution. The company must then immediately notify the affected director, and the general meeting to vote on removal can be held any time after the 28-day period expires.
What vote is needed to remove a director at the general meeting?
An ordinary resolution is required, meaning more than 50% of the votes cast must support the removal. This is a simple majority vote, even though the special notice requirement is 28 days.
Can the director fight back or defend themselves against removal?
Yes, the director has the right to make written representations that must be circulated to all shareholders and can make an oral statement at the general meeting before the vote. However, these rights don't prevent removal if shareholders still vote to remove them—they simply ensure the director is heard.
If I remove someone as a director, do they lose their shares in the company?
No, removing someone as director doesn't affect their shareholding at all. They remain a shareholder with full voting rights and dividend entitlements—only their director position is removed.
Do I have to pay compensation to a director I remove?
It depends on whether the director has a service contract. Section 146 removal doesn't eliminate contractual obligations, so if there's a service agreement, you may need to honour notice periods or pay compensation for early termination. Legal advice is essential if a service contract exists.
What happens if the director is also the company secretary?
You must appoint a new company secretary immediately, as every Irish company must have a secretary at all times. Ideally, your removal resolution should appoint a replacement secretary simultaneously, and you'll need to file Form B10 for both the director removal and secretary change.
How quickly do I need to file the removal with the Companies Registration Office?
You must file Form B10 within 14 days of the director's removal, along with a copy of the resolution or court order and the €20 filing fee. Late filing incurs penalties, so don't delay submission.
Can a director just resign instead of going through the removal process?
Yes, directors can resign at any time by written notice, and some prefer this to avoid the formal removal process and public record. The result is the same—they cease to be a director—but resignation takes effect immediately upon delivery of written notice, subject to CRO filing.
