Shareholder notice: appoint or remove director

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Written notice from a shareholder appointing or removing a director.

Background 

Can a shareholder be given the right to appoint or remove a director?

Specific provisions for how directors are appointed and removed may be found in the Articles of Association or Shareholders Agreement.  These can provide that appointment and/or removal requires approval by the shareholders, by the other directors or that one or more shareholders has the right to appoint and/or remove one or more directors.  They might also specify a minimum or a maximum number of directors.

About this notice of appointment or removal of director: Shareholder notice

This written notice is relevant where the Articles of Association and/or Shareholders Agreement provide that a shareholder has the right to appoint or remove a director by notice in writing to the company.

This right is often conditional upon the shareholder continuing to hold a certain percentage of the company’s issued or voting shares.

Usually, the right is expressed to be effective either on receipt of the notice at the company’s registered office or by its delivery at a meeting of the directors.

As this is a right exercisable by a shareholder and is effective immediately, there is no separate requirement for the appointment or removal to be approved by the directors themselves.

Document features

Features include:

• written notice from either an individual or a corporate shareholder
• notice of either the appointment or removal of a director
• confirmation of shareholder satisfying shareholding required to exercise the right of appointment or removal
• for an appointment, reference to a written consent to act as a director, with required details for the company’s register of members and Companies House filing of appointment, to be included with the notice

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