How to Remove an Unresponsive Director in Ireland (2026)
Learn how to remove an unresponsive director in Ireland. Step-by-step Section 146 procedures, court options & CRO filing. Expert guidance.
Who should read this
This article is for Irish company directors and shareholders dealing with a director who has gone silent, stopped attending meetings, or is blocking critical business decisions.
If you're wondering whether you can legally remove an unresponsive director without their consent, this guide covers the Section 146 removal procedure, constitutional provisions, and court-ordered removal options when someone simply won't engage.
Key takeaways
- Shareholders can remove unresponsive directors by ordinary resolution using Section 146 with 28 days' special notice to the company.
- You must file Form B10 with the CRO within 14 days of director removal or face penalties.
- Directors absent from meetings for six consecutive months can be removed by court order under Section 184(c).
- Removing a director doesn't affect their shareholding rights, they retain voting rights and dividend entitlements as a shareholder.
- Check your constitution first as it may contain automatic removal provisions for bankruptcy, incapacity, or extended absence.
What Makes a Director Unresponsive?
Unresponsive directors create serious governance problems for companies. They fail to attend meetings, don't respond to communications, and prevent quorum requirements being met. This undermines effective governance and places a company at risk of statutory breaches and stalled decision-making, all of which are serious issues for a start-up company. Below we have set out common scenarios.
Common Scenarios
- Radio silence where the director stops responding to emails, calls, and meeting requests.
- Prolonged absence from board meetings without explanation or apology.
- Decision paralysis when the director's approval is needed but cannot be obtained.
- Changed circumstances where the director relocated, lost interest, or became incapacitated.
- Relationship breakdown following disputes making the director unwilling to engage.
Any situation preventing the board from functioning properly requires action.
Can You Remove a Director Without Their Consent?
Yes, directors can be removed against their will using proper procedures. The Companies Act 2014 provides several removal mechanisms depending on the circumstances. You should check your company constitution, as it may also include specific removal provisions.
Checking Your Constitution
Check your constitutional documents before attempting removal. Most constitutions include provisions for removing directors without requiring consent. The standard constitutional provisions that you may see are detailed below.
Standard Constitutional Provisions
- Shareholder removal by ordinary resolution at general meeting.
- Automatic removal for bankruptcy, mental incapacity, or criminal conviction.
- Extended absence provisions removing directors after missing specified number of meetings.
- Director removal by board resolution in some constitutions.
How Does Section 146 Removal Work?
Section 146 of the Companies Act 2014 gives shareholders the statutory right to remove directors by ordinary resolution,notwithstanding anything in the constitution or any agreement. The director can be removed before their appointment term expires. The resolution must be proposed with special notice (i.e. at least 28 days’ notice to the company), even though the vote itself is an ordinary resolution (simple majority). The procedure for Section 146 removal is set out below.
Section 146 Procedure
- Special notice of 28 days must be given to the company of intention to propose removal.
- Company notifies director immediately upon receiving the special notice.
- Director may make representations in writing to be circulated to shareholders.
- General meeting convened to vote on the removal resolution.
- Ordinary resolution (more than 50% of votes cast) required for removal.
- Form B10 filed with Companies Registration Office within 14 days of removal.
This procedure protects the director's right to be heard while enabling removal.
What is Special Notice?
Special notice is a formal requirement under Section 146 for director removal. A shareholder must give the company at least 28 days' notice of intention to propose removal.
Day 0: Shareholder delivers special notice to company.
Day 28+: General meeting can be held to vote on removal.
The company must notify the affected director immediately upon receiving special notice.
Can the Director Defend Against Removal?
Yes, Section 146 gives removed directors the right to be heard. They can be heard in the following manner:
- Written representations circulated to all shareholders entitled to meeting notice.
- Oral statement at the general meeting before the removal vote.
- Legal challenge if removal procedures weren't properly followed.
However, these rights don't prevent removal if shareholders vote accordingly.
What Happens at the General Meeting?
The general meeting proceeds like any shareholder meeting with specific removal procedures. The following occurs:
- Chairman explains the removal resolution and reasons.
- Director makes statement if they choose to attend and speak.
- Vote taken by show of hands or poll as constitution requires.
- Resolution passed if more than 50% of votes cast support removal.
- The removed director ceases to hold office immediately upon resolution passing.
What About Directors Who Never Attend?
Section 184(c) allows court-ordered removal of directors failing to attend meetings. The court can remove directors who fail to attend meetings for six consecutive months. Evidence is required showing six months of non-attendance at board meetings. A court order must be obtained directing director removal and a Form B10 must be filed with the court order attached. It is important to be aware that court removal is slower than shareholder removal but works when meetings cannot be convened.
Do You Need to Pay Compensation?
Removal under Section 146 doesn't eliminate contractual obligations, for example, service contracts may require compensation for early termination. Service agreement terms will determine if compensation is payable and notice periods may need to be honoured or paid in lieu. Additionally, good reason provisions may reduce compensation obligations. Legal advice is essential in circumstances where a director service contract exist.
Can You Remove a Director Who's Also a Shareholder?
Yes, but this doesn't affect their shareholding because removing someone as director is separate from their ownership rights. The person remains a shareholder with all associated rights that come with being a shareholder. They retain voting rights and dividend entitlements despite losing the director position.
What If the Director is Also Company Secretary?
In these circumstances, you must appoint a new company secretary immediately, every company must have a secretary at all times. The removal resolution should ideally appoint a replacement secretary simultaneously. You will need to file a Form B10 for both the director removal and secretary change.
How Do You File the Removal with CRO?
The following must be filed within 14 days of the director's removal:
- Form B10 completed with removal details.
- Copy of resolution or court order attached.
- Filing fee paid (currently €20).
Late filing incurs penalties, so don't delay submission.
Can a Director Resign to Avoid Removal?
Yes, directors can resign at any time by written notice. Resignation avoids the formal removal process and public record. In our experience, some directors prefer resignation to preserve their reputation. The result is the same—they cease to be a director, with the resignation taking effect upon the delivery of written notice, subject to CRO filing.
Irish Company Formation
Your Irish company, ready in days — not months.
Join 1,000+ founders who incorporated with Open Forest. We handle the paperwork, you focus on building.
No hidden fees/Fully compliant/Free consultation
Related articles
Mar 25, 2026 - 3 min read
Equity Dilution Explained: What Happens When You Issue Shares
Learn what share dilution means for founders, when it helps vs hurts, and how to protect your stake. Includes examples and cap table math.
Mar 19, 2026 - 3 min read
Co-Founder Competing Against You? Irish Law Explained
Co-founder competing against your company? Irish law gives you real tools to stop it. Here's what duties apply, how to act fast, and what you can claim.
Mar 18, 2026 - 4 min read
Board Deadlock: How to Break a Tie Vote in Ireland
Board deadlocks happen when directors can't agree and the vote is tied. Here's how casting votes work in Ireland and what to do if yours doesn't have one.
Frequently asked questions
Here's everything you need to know to get started, manage your account, and troubleshoot the most frequent issues.
Yes, you can remove an unresponsive director using Section 146 of the Companies Act 2014, which allows shareholders to remove any director by ordinary resolution with special notice. Alternatively, if the director hasn't attended meetings for six consecutive months, you can apply to the court for removal under Section 184(c).
No, directors can be removed against their will using proper legal procedures. Section 146 specifically states that removal can happen "notwithstanding anything in the constitution or any agreement," meaning the director cannot block their own removal if shareholders vote accordingly.
You must give the company at least 28 days' special notice of your intention to propose the removal resolution. The company must then immediately notify the affected director, and the general meeting to vote on removal can be held any time after the 28-day period expires.
An ordinary resolution is required, meaning more than 50% of the votes cast must support the removal. This is a simple majority vote, even though the special notice requirement is 28 days.
Yes, the director has the right to make written representations that must be circulated to all shareholders and can make an oral statement at the general meeting before the vote. However, these rights don't prevent removal if shareholders still vote to remove them—they simply ensure the director is heard.
No, removing someone as director doesn't affect their shareholding at all. They remain a shareholder with full voting rights and dividend entitlements—only their director position is removed.
It depends on whether the director has a service contract. Section 146 removal doesn't eliminate contractual obligations, so if there's a service agreement, you may need to honour notice periods or pay compensation for early termination. Legal advice is essential if a service contract exists.
You must appoint a new company secretary immediately, as every Irish company must have a secretary at all times. Ideally, your removal resolution should appoint a replacement secretary simultaneously, and you'll need to file Form B10 for both the director removal and secretary change.
You must file Form B10 within 14 days of the director's removal, along with a copy of the resolution or court order and the €20 filing fee. Late filing incurs penalties, so don't delay submission.
Yes, directors can resign at any time by written notice, and some prefer this to avoid the formal removal process and public record. The result is the same—they cease to be a director—but resignation takes effect immediately upon delivery of written notice, subject to CRO filing.
Questions are welcome.
We’ll point you in the right direction.
Share a few details below and our team will follow up with guidance for your Ireland or UK company.