WA Can I Forcibly Remove Wife as One of Company Directors?

[thetruthisoutthere]

My wife is refusing to resign as one of the company directors from the business that I set up and she worked in on a casual basis for a year. Can I get her out forcibly as we are separated and she is not co-operating?

The business will cease to operate if I step out of it so from that point of view is not worth anything. Also all the assets, mainly computers and some machinery, are fully depreciated.

 

[Rod]

Call a shareholder's meeting and sack the board. Appoint yourself as director.

 

[thetruthisoutthere]

Thanks Rod,

What if she doesn't attend the shareholder's meeting? Also does she need to sign off on sacking the board?

 

[Matthew Karakoulakis]

The first question to ask is what sort of business you have. How you remove a director is likely to depend on that answer.

If your company is a Proprietary Limited company, a good place to start looking at how to remove directors is the company’s constitution as the Corporations Act’s relevant section (s203C of the Corporations Act) can be displaced by the company’s constitution.

If your company is a public company, a resolution may remove a director according to the rules set out in s 203D of the Corporations Act. The right to remove the company’s directed cannot be done by other directors (see s 203E of the Corporations Act).

If you do manage to remove a director, don’t forget to inform ASIC.

If you require any further assistance on this matter, please do not hesitate to contact me via the link below to arrange for an appointment to discuss your options.

Matthew Karakoulakis, Lawyer, AMK Law - Melbourne, VIC - LawTap - Find a Lawyer & Book Online Instantly.

 

[Rod]

Only shareholders and directors attend the meeting. Attendance is not mandatory however proper notice needs to be given. Result will depend on who holds the most shares.

 

[Rob Legat - SBPL]

You also need to ensure you reach the quorum required by the constitution.

 

[thetruthisoutthere]

The constitution says the 'managing director' gets one vote plus a casting vote. We have not specified that someone is the managing director but since I do all the running of the business, I thought it would make sense that I am therefore the managing director by implication. Does this need to be an explicit appointment or can it be implied? If not, we have one vote each and one $2 share each, and therefore never a quorum.

 

[Rod]

Suspect you should get some legal advice if the business has some value.