Shareholders may remove a director by ordinary resolution — generally a simple majority — and the Memorandum of Incorporation cannot remove that right. But the director must be given notice of the meeting and the resolution, and a reasonable opportunity to make representations before the vote. The board can also remove a director in limited circumstances, and a removed director may apply to have the removal reviewed. Procedure is where these go wrong.
The right to remove is not the issue. Removing someone without following the process is.
The shareholder route
Shareholders may remove a director by ordinary resolution at a shareholders meeting, notwithstanding anything in the MOI, any agreement, or the director's own service contract.
That last point is important. You cannot contract out of it. A shareholders' agreement promising someone a permanent board seat does not survive a shareholder vote to remove them — though breaching such an agreement may sound in damages, which is a separate question.
An ordinary resolution is generally a simple majority, though the MOI may set a higher threshold for some matters. Check yours.
The procedural requirements — this is what gets missed
The director must be given notice of the meeting and of the resolution, with the same notice other shareholders receive.
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.
Skipping this is the single most common reason a removal is challenged. The vote may reflect the shareholders' genuine wishes and still be procedurally defective. Give proper notice, let them speak, minute that you did.
The board route
In limited circumstances the board can remove a director, rather than the shareholders.
Broadly, where the director:
has become ineligible or disqualified
has become incapacitated to the extent they are unlikely to regain capacity
has neglected or been derelict in performing the functions of a director
There are constraints. The provisions operate differently depending on how many directors the company has, and in a company with fewer than three directors an application may be made to the Companies Tribunal instead of a board determination.
Notice and an opportunity to be heard apply here too.
Take advice before using this route. It is narrower than it looks, and a board removal on grounds that are not made out is worse than no removal at all.
Review of a removal
A director removed by the board may apply to a court to review the determination. A director removed by shareholders in circumstances involving a board determination may have equivalent recourse.
Which is the practical reason to do it properly. A removal that is procedurally sound and grounded in fact is difficult to attack. One that was rushed, unminuted and unnotified invites exactly the application you were trying to avoid.
What removal does not do
It does not end their shareholding. Directorship and shareholding are separate. Removing someone from the board does not remove them as an owner — they keep their shares, their dividends, their votes and their information rights.
This is the single most common misunderstanding, and it matters enormously in a small company where the two roles usually sit with the same people. Removing a co-founder from the board leaves you in business with them as a shareholder, now aggrieved. See how to issue shares to a new shareholder.
It does not end their employment. Where the person is also an employee, dismissal is a separate process under labour law with its own fairness requirements. Removing someone as a director does not dismiss them, and dismissing them does not remove them as a director. Handle both, separately and properly.
It does not erase their past. Directors remain accountable for conduct during their period of office. See a director's duties under the Companies Act.
And it does not release personal sureties. A deed of suretyship is a separate contract with the creditor and generally survives departure unless formally released.
The practical sequence
1. Read the MOI and any shareholders' agreement before doing anything. Thresholds, notice periods, any appointment rights attaching to a shareholder.
2. Check the numbers. A company must have at least one director, and your MOI may require more. Where removal would leave the company below its minimum, appoint a replacement as part of the same process.
3. Give proper notice of the meeting and the resolution, to the director and to all shareholders.
4. Hold the meeting and let them make representations before the vote.
5. Minute it properly — who was present, the notice given, that representations were invited and heard, and the resolution passed. This is the record that defends the decision.
6. File the CoR39 within 10 business days. Until it is filed, CIPC still shows them as a director. See how to add or remove a director at CIPC.
7. Deal with everything downstream — the SARS registered representative if they held it, bank mandates and signing authority, CSD, COIDA, CIDB, insurance, and any contract naming them.
8. Deal with employment separately, with proper advice, if they were also employed.
9. Deal with the shareholding separately. If the intention is a full exit, that is a buyback or a share transfer, governed by the MOI and any shareholders' agreement.
Frequently asked questions
Can shareholders remove a director in South Africa? Yes. Shareholders may remove a director by ordinary resolution at a shareholders meeting, and the MOI, an agreement or the director's service contract cannot take that right away. The director must receive notice and a reasonable opportunity to make representations before the vote.
What majority is needed to remove a director? Generally an ordinary resolution — a simple majority — though your MOI should be checked in case it sets a different threshold.
Does the director have to be told before being removed? Yes. The director must receive notice of the meeting and the resolution, and must be given a reasonable opportunity to make a presentation before the vote. Skipping this is the most common reason removals are successfully challenged.
Can the board remove a director without a shareholder vote? In limited circumstances — broadly where the director is ineligible or disqualified, is incapacitated, or has neglected or been derelict in their functions. The provisions operate differently depending on the number of directors, and in a company with fewer than three directors an application may go to the Companies Tribunal.
Does removing a director remove them as a shareholder? No. Directorship and shareholding are entirely separate. A removed director keeps their shares, dividends, votes and information rights, which matters a great deal in a small company where the roles usually overlap.
Does removing a director end their employment? No. Where the person is also an employee, dismissal is a separate process under labour law with its own fairness requirements. Both have to be handled, separately and properly.
Can a removed director challenge the removal? A director removed by a board determination may apply to a court to review it, which is why procedural correctness and a proper minute matter.
What must be filed at CIPC after removing a director? A CoR39 within 10 business days. Until it is filed, CIPC's record still shows the person as a director of the company.
Get the procedure right, then handle the other two relationships
Most director removals in small companies are really three separations happening at once — board, employment and shareholding. Doing the first and forgetting the other two is how a clean decision becomes a two-year dispute.
Smartbook files director changes at CIPC, updates the SARS registered representative, and keeps the statutory records that evidence the decision was properly taken.
Last reviewed: 1 August 2026. Written by the Smartbook team — SAIPA and SAICA accredited, SARS registered tax practitioners. Director removal, review applications, dismissal and shareholder exits are legal matters governed by the Companies Act 71 of 2008 and labour legislation — take advice from an attorney before removing a director. General guidance, not legal advice.
Primary sources: Companies Act 71 of 2008 · CIPC · Companies Tribunal · Labour Relations Act 66 of 1995