Corporations Act 2001



Division 3 - Resignation, retirement or removal of directors  


203D(1)   Resolution for removal of director.  

A public company may by resolution remove a director from office despite anything in:

(a) the company's constitution (if any); or

(b) an agreement between the company and the director; or

(c) an agreement between any or all members of the company and the director.

If the director was appointed to represent the interests of particular shareholders or debenture holders, the resolution to remove the director does not take effect until a replacement to represent their interests has been appointed.

Note: See sections 249C to 249G for the rules on who may call meetings, sections 249H to 249M on how to call meetings and sections 249N to 249Q for rules on members' resolutions.

203D(2)   Notice of intention to move resolution for removal of director.  

Notice of intention to move the resolution must be given to the company at least 2 months before the meeting is to be held. However, if the company calls a meeting after the notice of intention is given under this subsection, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

Note: Short notice of the meeting cannot be given for this resolution (see subsection 249H(3)).

203D(3)   Director to be informed.  

The company must give the director a copy of the notice as soon as practicable after it is received.

203D(4)   Director's right to put case to members.  

The director is entitled to put their case to members by:

(a) giving the company a written statement for circulation to members (see subsections (5) and (6)); and

(b) speaking to the motion at the meeting (whether or not the director is a member of the company).

203D(5)   [ Circulation of statement]  

The written statement is to be circulated by the company to members by:

(a) sending a copy to everyone to whom notice of the meeting is sent if there is time to do so; or

(b) if there is not time to comply with paragraph (a) - having the statement distributed to members attending the meeting and read out at the meeting before the resolution is voted on.

203D(6)   [ Exceptions]  

The director's statement does not have to be circulated to members if it is more than 1,000 words long or defamatory.

203D(7)   Time of retirement.  

If a person is appointed to replace a director removed under this section, the time at which:

(a) the replacement director; or

(b) any other director;

is to retire is to be worked out as if the replacement director had become director on the day on which the replaced director was last appointed a director.

203D(8)   Strict liability offences.  

An offence based on subsection (3) or (5) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .


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