CHANGE OF DIRECTORS IN A PRIVATE LIMITED LIABILITY COMPANY
CHANGE OF DIRECTORS IN A LIMITED LIABILITY COMPANY
A Director is appointed by the Company to manage and direct its business affairs. The roles of Directors as officers of a Company are important roles to be played in running a company. The principle of the Nigerian Law is that a Company though an artificial body has a separate and legal entity from the members of the company. A company is recognized by the Nigerian law as an abstract body that cannot run its own affairs by itself, and as such every company registered is required to have a minimum of two (2) Directors to control its affairs.
Directors of a company are appointed usually in accordance with the provisions of the Companies and Allied Matters Act (CAMA) and in compliance with the Article of Association of a Company. They are recognized as the executives and managers of the company and they are collectively referred to as the Board of Directors. The Corporate Affairs Commission (CAC) administers the provisions of CAMA and supervise the compliance of every company with the provisions of the law.
The CAMA stipulates the legal requirements to be appointed as a Director of a Company as follows:
In our previous write up, we gave an overview on the procedure for an appointment and removal of directors in Nigeria
Removal Directors in Nigeria
A Director can also be an employee of the Company but he can only be removed as a Director in accordance with the Articles of Association of the Company and the provisions of the Companies and Allied Matters Act. Section 262 of the Companies and Allied Matters Act states the procedure to be adopted in removing a Director.
In accordance with section 262 of CAMA, below are the procedures to be taken in removing a director in Nigeria:
Note that where a Director is not removed in accordance with the procedure laid out in section 262 of CAMA, the removal will be invalid, void and liable to be set aside by the court.
Change of Directors in Nigeria
The procedures for the change of Directors are enunciated below;
In conclusion, a Company director is an officer or agent of a company appointed by members in the general meeting. Removal of a director is to be done in compliance with the provisions of the Law. A company need not wait until the expiration of the terms of the Director, as a company may by ordinary resolution remove a director before the expiration of his period of office.
It should be noted that, where a Director is removed in line with the steps outlined above, he can be replaced either by appointing another director by ordinary resolution of the members or by the directors filling a casual vacancy at the board of directors meeting.
By Corporate & Commercial Law Department of the Resolution Law Firm, Nigeria