Resignation or removal of a director

• resignation; 
• rotation of directors in listed companies; 
• invalid appointment; 
• removal by members (or directors in proprietary companies); 
• a breach of provisions set out in the company’s constitution, for example: 
  • not turning up to meetings for a prescribed period of time (commonly three to six months); 
  • becoming of unsound mind; 
  • failing to declare an interest in a contract with the company; 
• disqualification from managing a corporation;  
• undischarged bankruptcy or failing to comply with insolvency procedures; and 
• death. 

As a general rule, a company’s constitution will deal with resignations and removal of directors, as well as the procedures for filling casual vacancies caused by a director leaving the company. Reading the constitution is always an excellent starting point for a director or board faced with this situation. In addition, sections 203A – 203F of the Corporations Act 2001 (Cth) (Corporations Act) provides for the resignation, retirement and removal of directors.¹ Following are some general observations as well as some requirements for specific types of companies.

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