The removal of a managing director will depend on the terms of any contract of employment for the managing director. If there is no contract of employment, this will depend on the company’s Constitution, or any other terms pursuant to which the managing director was appointed.
If your company has a Constitution: A director can be removed by either:a resolution of the other directors; or a resolution of the shareholders. If your company uses the replaceable rules:A director can be removed by a resolution of the shareholders. If your company has a Constitution that is not a Constitution: You will need to review the terms of the Constitution. Your Constitution may outline when and how a director can be removed. If you are unsure, you should obtain legal advice.
If your company has a Constitution or the replaceable rules: One or more of the directors may be managing director. If more than one managing director is appointed, they hold office jointly. A person may only be managing director as long as they are and remain a director – if they resign as a director, they automatically cease to hold office as managing director. If your company has a Constitution that is not a Constitution:You will need to review the terms of the Constitution to check who can act as managing director. If you are unsure, you should obtain legal advice
A company exists until it is deregistered. Voluntary deregistration is one way of having a company is deregistered – it is generally the quickest and cheapest method, but is only available in fairly limited circumstances An application for deregistration can be made with ASIC. The company will need to complete and lodge ASIC Form 6010 ‘Application for voluntary deregistration of a company’ and pay the required fee.
An application for voluntary deregistration of a company can be made by:
the company itself
any of the directors
any of the shareholders
The Company’s liquidator.
