Commercial law · Legal information

How Is the Director of a Limited Company Removed?

Author · Av. Ayşenur Konar, Avukat

Published ·

In short

The director of a limited company is removed by a general-meeting resolution and according to the rule in the articles of association. Removal ends the office of director. It does not close the company, and if the director is also a shareholder it does not erase the share. The question of how a director is removed is not closed by an oral sentence. An action to annul the resolution and the removal are not the same lawsuit. A period is not made into a figure in this text, because removal is not announced while the concrete minutes, the articles, and the resolution do not stand side by side. An incomplete paper does not turn an oral sentence into a resolution. A guess does not fill this gap, and the related document does not close this lack either.

The resolution is tied to the minutes

The removal resolution is tied to the minutes, or to the written resolution of a sole shareholder, and an oral sentence "I dismissed them" does not stand in for the body's resolution. If the articles require a heavier vote, that rule is read. A quorum figure is not frozen here. If there are no minutes, it is not announced that the office has ended. Removal is read with the minutes and the articles together, because it is not announced that the office has ended while the concrete minutes, the voting rule, and the resolution do not stand side by side. An incomplete paper does not write a quorum figure. A guess does not fill this gap, and the related articles do not close this lack either.

Removal does not close the company

Even if the director is named in the articles of association, removal is not the end of the company, and liquidation does not start by itself. Before a new director is appointed, a gap in representation may arise. The gap does not extend all the old director's powers without a time limit. The appointment is spoken of separately. The removal minutes do not stand in for the text of the appointment. In a single-shareholder structure, the form of the resolution sits in the account of a single-shareholder limited company, because liquidation is not announced while the concrete minutes, the text of the appointment, and the articles do not stand side by side. An incomplete paper does not turn removal into a closing. A guess does not fill this gap, and the related resolution does not close this lack either.

The share stays in place

If the removed director owns a share, the share stands. Transfer of the share, or a shareholder's exit, is a separate act. Writing in the removal minutes that the share should fall away too does not by itself complete the form of the transfer. How the share passes is in the text on transfer of a share in a limited company. The register entry is not treated as having erased the share with the sentence of removal, because it is not announced that the share has fallen while the concrete share record, the minutes, and the articles do not stand side by side. An incomplete paper does not turn removal into a transfer. A guess does not fill this gap, and the related document does not close this lack either.

The price of a separate contract is not described

If there is also a service or consultancy contract with the director, the price of that contract is not described in this text. Personal liability does not arise by itself with removal either. That subject is in the account of the director's personal liability. An invoice or a payroll slip does not stand in for the removal minutes. If a document is missing, a result is not spoken about either the office or the price, because a price is not announced while the concrete service contract, the invoice, and the minutes do not stand side by side. An incomplete paper does not turn removal into a personal debt. A guess does not fill this gap, and the related resolution does not close this lack either.

An action for annulment is separate from the removal itself

An action for annulment may be filed separately against the removal resolution itself, and its period is not a figure in this text. Annulment of the resolution is read in the text on annulment of a general-meeting resolution. The condition of that action is not copied here. That the office is in Çankaya does not change the competent court in a removal dispute. The Turkish Commercial Code No. 6102 gives the frame. The general view is on the commercial law page, because a period is not announced while the concrete petition, the minutes, and the resolution do not stand side by side. An incomplete paper does not melt the annulment into the removal. A guess does not fill this gap, and the related document does not close this lack either.

Conclusion

Removal of the director of a limited company is read with the general-meeting resolution and the articles of association. Removal is not liquidation. It does not erase the share, and a quorum and a contract price are not frozen here. Without the minutes and the resolution, it is not said that the office has ended. The petition does not take the period of the annulment action from this body, because it is not established that the office has ended while the concrete minutes, the resolution, and the articles do not stand side by side. An incomplete paper does not erase the share. A guess does not fill this gap, and the related register does not close this lack either.

Legislation

Frequently asked questions

Does removing the director close the company?

No. Removal ends the office of director. The company's legal personality, and its liquidation, do not start by themselves with this resolution.

Does the removed shareholder's share fall away?

No. The end of the office of director does not erase the share. Transfer of a share depends on its own form.

Can a removal resolution be given orally?

No. The resolution is tied to the minutes of the general meeting, or to the written resolution of a sole shareholder. If the articles of association require a heavier vote, that rule is read. No quorum figure is stated on this page.

Related reading

This article sits under one practice area. The neighbouring guides carry the detail that does not belong in this text.

Practice areas · Commercial law

Sources

AK

Author

Av. Ayşenur Konar

Lawyer on the Ankara Bar Association roll, founder of Konar Hukuk. This text is general information; a specific file is reviewed separately. Author profile · Editorial policy

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