How to Remove a Deceased Company Director in Nigeria

• Public limited companies are required to have atleast two directors at all times. In the event a director dies, the shareholders must appoint a second director as soon as possible.
• If the deceased director was also a shareholder, the existing shareholders or directors will authorize the transfer of the deceased director’s shares. The shares of the deceased will need to be transferred in accordance with:

1. The Will of the deceased i.e if one was put in place prior to the demise of the deceased director.
2. The rule of intestacy, this will be when no will has been put in place
3. Any provisions outlined in the Shareholders Agreement or the company’s articles.

• A deceased director can be removed by an ordinary resolution adopted at a shareholder’s meeting by persons entitled to exercise voting rights in the election of that director. The effective date of the removal of the deceased director is when the Board resolves to remove the deceased director. This date does not have to be the date of the death of the deceased director.
• 288 (4) CAMA 2020;

“A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.”

• If a company has more than one director, the remaining director(s) may decide to take on the responsibilities of the deceased director and continue to run the business as usual. Alternatively, the company shareholders may wish to appoint a new director immediately to minimize the pressure on the surviving directors.
• The options available to the personal representatives of the deceased will depend on the terms outlined in the company’s articles.

Team 618 Bees

618 Bees can quickly and easily help you remove a deceased company director with the CAC. Log on to our website www.618bees.com or email hello@618bees.com, or give us a call on +2349017190079/08080819653. 618 Bees will complete your application with the both the CAC.

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