Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
Section 143A
Official textFrom Attorney General's Chambers, unchanged
A public company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between the company and the director; but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders, the resolution to remove him shall not take effect until his successor has been appointed.
Special notice shall be required of any resolution to remove a director of a public company under subsection (1) or to appoint some person in place of a director so removed at the meeting at which he is removed.
On receipt of notice of an intended resolution to remove a director under subsection (I), the company shall immediately send a copy thereof to the director concerned, and the director, whether or not he is a member of the company, shall be entitled to be heard on the resolution at the meeting.
Companies
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Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto representations in writing to the public company, not exceeding a reasonable length, and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so -
director
"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a Companies corporation are accustomed to act and an alternate or substitute director;
in any notice of the resolution given to members of the company, state the fact of the representations having been made;
and
send a copy of the representations to every member of the company to whom notice of the meeting is sent, whether before or after receipt of the representations by the company, and if a copy of the representations is not so sent because they were received too late or because of the company's default, the director may, without prejudice to his right to be heard orally, require that the representations shall be read out at the meeting.
Notwithstanding subsections (l), (2) and (3), copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the public company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company's costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.
A vacancy created by the removal of a director of a public company under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.
A person appointed director of a public company in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become a director on the day on which the person in whose place he is appointed was last appointed a director.
Nothing in subsections (1) to (6) shall be taken as depriving a person removed as a director of a public company thereunder of compensation or damages payable to him in respect of the termination of his
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Companies appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.
A director of a public company shall not be removed by, or be required to vacate his ofice by reason of, any resolution, request or notice of the directors or any of them notwithstanding anything in the memorandum or articles or any agreement.
memorandum
"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
Subject to any provision to the contrary in the memorandum or articles, a private company may by ordinary resolution remove a director before the expiration of his period of ofice notwithstanding anything in any agreement between the private company and the director.
articles
"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
Terms defined in s 2
articles
Defined · s 2"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
debenture
Defined · s 2"debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;
director
Defined · s 2"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a Companies corporation are accustomed to act and an alternate or substitute director;
memorandum
Defined · s 2"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
private company
Defined · s 2"private company" means - (a) any company which immediately prior to 3 1 st December 201 0, being the date of commencement of the Companies Act (Amendment) Order, 201 0 (S 1 18/20 1 O), was a private company; @) any company incorporated as a private company by virtue of section 29; or (c) any company converted into a private company pursuant to section 30, being a company which has not ceased to be a private company under section 30;
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Restrictions on Sale of Shares and Offers of Shares for Sale
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Prohibition of Partnerships with More Than Twenty Members
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