How to remove or replace a director

Steps

1. Identify the basis: resignation, removal, term expiry, or disqualification

   A director leaves the board for one of four reasons: voluntary resignation (typically by written notice to the corporation, effective on receipt or a later date specified in the notice); removal by shareholders before the end of the director's term (CBCA s. 109, DGCL § 141(k), Companies Act 2006 s. 168); expiry of the director's term at an annual meeting without re-election; or disqualification (bankruptcy, incapacity, statutory disqualification). The procedure differs depending on which applies.

2. For resignation: receive the written notice and confirm effective date

   A director's resignation is effective on the date the corporation receives the written notice or the later date specified in the notice. The corporation does not need to accept the resignation for it to take effect; the director's act is unilateral. Confirm the effective date in writing and update the corporate record accordingly. The departing director's continuing obligations (confidentiality, indemnification under prior bylaws, cooperation with any pending matter) survive resignation per the indemnification agreement and statutory rules.

3. For removal: call a shareholder meeting and pass an ordinary resolution

   Removal of a director by shareholders requires an ordinary resolution at a meeting called for that purpose, or by written resolution if the statute permits and the threshold is met. The notice of the meeting must describe the proposed removal. Under CBCA s. 109(1), shareholders may remove any director by ordinary resolution; for directors elected by a class, the class that elected them must approve removal. Under DGCL § 141(k), the standard is majority of shares entitled to vote, with cause requirement in some classified-board contexts. Under Companies Act 2006 s. 168, special notice (28 days) must be given to the corporation, and the director has the right to a written representation. See how to call a special meeting.

4. Fill the vacancy by board appointment or shareholder election

   Once a director seat is vacant, the remaining directors may fill the vacancy by board resolution for the unexpired portion of the term (CBCA s. 111, DGCL § 223, OBCA s. 124), provided a quorum of remaining directors exists. If the bylaws or articles require shareholder election to fill all vacancies, or if the remaining directors do not constitute a quorum, the corporation calls a shareholder meeting to elect a replacement. See how to pass a board resolution.

5. Obtain consent from the incoming director and confirm eligibility

   The incoming director provides written consent to act (under CBCA s. 119, the consent is required for the appointment to be effective; under DGCL § 144, consent is required to confirm acceptance of the role). The corporation confirms the director's eligibility: age (typically 18+), capacity (not bankrupt, not under disqualification), and any independence, residency, or other requirements set by statute or the corporation's governance terms. Investor rights agreements may give specific investors the right to designate a director, and the designee must be confirmed under those rights.

6. File the statutory notice of change of directors

   Most jurisdictions require filing a notice of change of directors with the corporate registrar within a specified period (CBCA s. 113 within 15 days; OBCA s. 113 within 15 days; Companies Act 2006 s. 167 within 14 days). The filing updates the public record. Under DGCL, the change is reflected in the corporation's records but is not generally filed unless tied to other public filings. The new director's name, address, and date of appointment are reported.

7. Update the minute book, beneficial-ownership register, and downstream documents

   The minute book records the resignation letter, the removal resolution (if applicable), the board or shareholder resolution appointing the replacement, the consent to act, the statutory filing acknowledgment, and the updated director list. Where the jurisdiction requires it (ISC under CBCA, PSC under UK), the beneficial-ownership register is updated for any related changes. Indemnification agreements, D&O insurance schedules, and bank signatory authorities are reviewed for consequential updates. See how to maintain a minute book.

Jurisdiction notes

The removal threshold, the notice requirements, and the filing obligations differ:

• Delaware (DGCL). Removal under § 141(k). Default is majority of shares entitled to vote. For corporations with a classified board, removal may be limited to "for cause" unless the certificate provides otherwise. Vacancy-filling under § 223. No state filing required for director changes (the public record is updated through other filings, like the annual report). View jurisdiction guide
• California. Removal under California Corporations Code §§ 303 and 304. Shareholder removal without cause by majority of voting power; cumulative voting may protect minority-elected directors against removal. Statement of Information must be updated within 90 days of director change. View jurisdiction guide
• Canada (CBCA). Removal by ordinary resolution under s. 109. Class-elected directors removed by the electing class. Notice of change of directors filed within 15 days under s. 113. Director consent required under s. 119. View jurisdiction guide
• Ontario (OBCA). Removal under s. 122; filing under s. 113 within 15 days; consent under s. 119. Mirrors the CBCA. View jurisdiction guide
• United Kingdom. Removal under Companies Act 2006 s. 168 by ordinary resolution. Special notice (28 days) required under s. 312. Director has right to written representation under s. 169. Notice of change filed with Companies House within 14 days under s. 167. View jurisdiction guide

Common mistakes

• "Removal" by board vote. The board purports to remove a director by board resolution. The director's seat is not actually vacated; only shareholders can remove a sitting director under CBCA s. 109 and most equivalent statutes. The director continues to be a director and may attend meetings; decisions taken without notice to them are voidable.
• Resignation by email without confirmation. A director resigns by email. The corporation does not formalize the resignation (no acknowledgment, no minute-book entry, no statutory filing). Months later, the corporation cannot confirm the exact effective date; the public registry still shows the director as in office.
• Missing consent to act. A new director is appointed without obtaining written consent to act. Under CBCA s. 119, the appointment is not effective until consent is given. The corporation may have a board acting with a non-director purporting to be a director.
• Filing missed. The director change is recorded internally but never filed with the registrar. The public record continues to show the prior director. Third parties relying on the public record (banks, counterparties, registries) act based on the old composition.
• Investor designation rights ignored. The shareholders agreement gives an investor the right to designate one board seat. The investor's designee resigns and is replaced through the standard vacancy-fill process without offering the investor the right to designate the new appointee. The investor later challenges the appointment.