Shareholders' Resolution to Remove Director (Circulating Resolution)

This Shareholders' Resolution can be voted on as an ordinary resolution to remove a director. It includes an option to add a replacement director.

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Last updated December 16, 2024

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Suitable for Australia

Shareholders' Resolution to Remove Director (Circulating Resolution)

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What is a shareholders' resolution to remove director (circulating resolution)?

It is a formal written decision by shareholders to remove a director from a proprietary company, without holding a physical meeting. The resolution can also include appointing a replacement director.
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When should you use a shareholders' resolution to remove director (circulating resolution)?

Use this document when shareholders want to formally remove a director from a proprietary company, especially if a meeting is impractical or unnecessary. It is suitable for decisions requiring only an ordinary resolution.
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What should be in a shareholders' resolution to remove director (circulating resolution)?

It should clearly identify the director to be removed, specify the resolution as ordinary, and include details of any replacement director if applicable. It must comply with the Corporations Act and the company’s constitution.
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Frequently asked questions

What is a shareholders' resolution to remove director (circulating resolution)?

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When should you use a shareholders' resolution to remove director (circulating resolution)?

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What should be in a shareholders' resolution to remove director (circulating resolution)?

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Does this resolution comply with Australian law?

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What steps must be taken after passing the resolution?

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What are the main limitations of this document?

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Can you remove the only director using this resolution?

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View Sample Shareholders' Resolution to Remove Director (Circulating Resolution)

Shareholders' Resolution to Remove Director (Circulating Resolution)
risk level indicator at Low level

The Legal Risk Score of a Shareholders' Resolution to Remove Director (Circulating Resolution) Template is Low

Our legal team have marked this document as low risk considering:

  • Lack of specificity in identifying the director to be removed could lead to confusion or misapplication of the resolution.
  • The document does not specify the quorum or majority needed for the resolution to pass, which could result in disputes about the validity of the resolution.
  • There is no mention of notification requirements to the director in question, potentially risking procedural fairness or legal challenges.

Articles about Shareholders' Resolution to Remove Director (Circulating Resolution)

Can Shareholders Remove a Director From a Company?
By Samuel Guzman|Jun 22, 2020

Can Shareholders Remove a Director From a Company?

The rules governing the process on how shareholders can remove a director from a company will depend on several considerations. Find out more here.

Steps for Removing a Company Director
By Alistair Maclennan|May 24, 2024

Steps for Removing a Company Director

The process for removing a company director differs between public and private companies. Find out the process in this article.

How Can You Remove A Director From Your Company?
By Ilyas Omari|May 28, 2025

How Can You Remove A Director From Your Company?

Do you plan to remove a director from your company? Here is a guide on how to legally remove a director from your company

Legal Impacts Of The ABC's Re-Structuring
By Jackie Olling|Sep 27, 2018

Legal Impacts Of The ABC's Re-Structuring

The removal of Michelle Guthrie from the ABC has been met with polarising reactions. Here we look at the legal consequences of this decision.

Can Company Directors Remove Other Directors?
By Katarina Dapcevic|Jul 31, 2020

Can Company Directors Remove Other Directors?

As a company director, you may want to find out whether you can remove other company directors if they are underperforming. Find out more here.

How to Remove a Shareholder from a Company
By Jackie Olling|May 28, 2025

How to Remove a Shareholder from a Company

Time to change shareholders? Read this guide to the process you should follow if you're going to remove a shareholder from your company.

How Does A Company Derivative Work?
By Mai Sarkissian|Feb 23, 2024

How Does A Company Derivative Work?

Company derivative action is a useful tool for shareholders to protect company interests when a director has engaged in wrongful conduct.

Ordinary vs Special Resolution: Key Differences
By Vincent Appleton|Nov 28, 2025

Ordinary vs Special Resolution: Key Differences

Are you looking to pass a company resolution? Do you know the difference between an ordinary and special resolution? Read on to find out more.

Do You Need Shares to Be a Company Director?
By Laura Worrad|Dec 2, 2025

Do You Need Shares to Be a Company Director?

A director can choose to have shares in their company. But is this a requirement? Read our guide to find out whether a director must hold shares.

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