APPOINTMENT, RESIGNATION OR REMOVAL OF DIRECTORS
The memorandum of incorporation (MOI) determines the minimum number of directors and alternate directors, which, in the case of a private company may not be less than one director. A customised MOI will also set out the eligibility requirements for a director as well as the directors’ term of office. In the case of a standard MOI, the term of office is indefinite and there is no restriction on the number of directors. New directors may be elected by the Board of Directors when there is a vacancy or the company wishes to add directors. Vacancies on the board arise if a director:
- resigns or dies
- ceases to hold the office, title or designation in the company that entitles the person to be an ex officio director,
- becomes incapacitated or disqualified or
- is removed.
A director may be removed by:
- An ordinary resolution adopted at a shareholders’ meeting by the persons entitled to exercise voting rights in the election of that director. The director concerned must be given notice of the meeting and the resolution, at least equivalent to that which a shareholder is entitled to receive, regardless of whether the director is a shareholder. The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
- A resolution of the board because it has determined that the director in question has become ineligible or disqualified in terms of section 69 of the Act, is unable to perform the functions of a director and is unlikely to regain that capacity within a reasonable time or has neglected or been derelict in the performance of the functions of a director.
- An order of the court confirming the resolution of the board or removing the director from office if the court is satisfied that the director is ineligible or disqualified, incapacitated, or has been negligent or derelict.
A director may be appointed by the Board of Directors unless the Memorandum requires shareholder approval.
To appoint, resign or remove a director online click here
The following supporting documents must be included in your e-mail:
- Certified identity copy of applicant
- Resolution pertaining to the changes (Important – Majority of directors are required to sign the Resolution)
Notice and minutes if the decision was taken in a meeting (All directors to sign the minutes if decision was taken during a meeting.)
- Certified ID copies of affected directors
- Mandate by the company for the third party to submit on behalf of the company for both manual and eservices
- Signed Letter of consent to accept the appointment as a director in that company, when a director is being appointed.
- A signed letter of resignation by the director in a case of resignation.
- In an event that a company has a sole director and the board decides to effect the resignation simultaneous with the appointment of a new director, the resolution must be co-signed by both directors. Refer to practice note 2 of 2021
NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart ID copy must be lodged.
Click here for step by step guide for Appointment, resignation or removal of directors
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