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Removing a director from your ADGM company
Removing a director from your ADGM company

This article explains how a director can be removed from your ADGM company

Updated over a week ago

A director normally ceases being a director when they resign from their position as a director of a company. This is evidenced by the director signing a letter of resignation and the remaining directors pass a resolution to confirm the director's resignation. The letter and the resolution are then submitted to ADGM to record the resignation.

However, what can the company do if the director refuses to resign or cannot be contacted?

The ADGM model Articles of Association (Articles) contain some basic grounds for the termination of a director's appointment such as being medically unfit or that they become bankrupt.

Unless the Articles have been customised to include additional grounds of removal, the other option is for the shareholders to pass an ordinary resolution (a resolution approved by more than 50% of voting shares) to remove the individual as a director. This approach requires a shareholder meeting to be called to approve the removal resolution and special notice (one month) must be given to the shareholders and the director in question. The director is entitled to attend the meeting and to make a statement to the shareholders at or before the meeting.

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