How to remove a director from CAC records
A director resigning, retiring, or being removed by shareholders is a normal part of running a company. What isn’t optional is updating the Corporate Affairs Commission (CAC) promptly. Leaving an outgoing director on your CAC records can create real problems — from unauthorized bank signatory access to legal complications down the line. Here’s exactly how to remove a director from CAC records the right way.
Legal Basis for Removing a Director
Director appointments and removals in Nigeria are governed by the Companies and Allied Matters Act (CAMA) 2020. Under Section 262, shareholders can remove a director from office before the end of their term through an ordinary resolution, even without the director’s consent — provided the correct legal procedure is followed. Skipping the proper process can make the removal invalid and open to challenge in court.
Grounds for Removing a Director
A director may be removed or leave office for several reasons, including:
- Resignation — the director voluntarily steps down
- Removal by shareholders — typically due to poor performance, breach of duty, or loss of confidence
- Retirement
- Disqualification — e.g., where the director becomes bankrupt or of unsound mind, as CAMA prohibits such persons from serving
- Death
Step-by-Step: How to Remove a Director
Step 1: Issue a Special Notice
Shareholders wishing to remove a director must issue a special notice — typically 28 days before the general meeting — of the resolution seeking the director’s removal (and, where relevant, the appointment of a replacement).
Step 2: Notify the Company and the Director
Notice must be given to the company and to all shareholders that a resolution for the director’s removal will be proposed at a general meeting. The director facing removal must also be informed.
Step 3: Give the Director an Opportunity to Respond
Under CAMA, the director facing removal is entitled to be heard — they must be given a fair opportunity to make representations or defend themselves at the meeting before the vote is taken.
Step 4: Hold the General Meeting and Pass the Resolution
At the general meeting, shareholders vote on the resolution. An ordinary resolution requires a simple majority (generally at least 51% of votes in favour) to pass. Document the meeting minutes carefully — this record becomes part of your CAC filing.
Step 5: Prepare the Board/Shareholder Resolution
Prepare a formal, signed resolution confirming the director’s removal. This is typically signed by the remaining directors (commonly at least two) and forms the core supporting document for your CAC filing.
Step 6: Complete Form CAC 7 (Particulars of Directors)
Fill out Form CAC 7, reflecting the updated list of directors after the removal. This form, along with the signed resolution, is what you’ll submit to CAC.
Step 7: File with CAC
Submit the resolution and Form CAC 7 to CAC. Filing deadlines are commonly cited as within 14 to 30 days of the resolution taking effect, depending on the specific provision applied — confirm the current requirement on the CAC portal, as timely filing avoids penalties and keeps your public records accurate.
Step 8: Update Your Internal Register of Directors
Beyond the CAC filing, update the company’s own Register of Directors and Secretaries, which must be kept at the company’s registered office under Section 275 of CAMA.
Step 9: Notify Your Bank
Separately from the CAC filing, notify your bank immediately to remove the outgoing director as an authorized signatory on company accounts. This step is easy to overlook but critical — failing to do it promptly can leave a former director with continued access to financial transactions.
Documents You’ll Need
- Signed board or shareholder resolution confirming the removal
- Completed Form CAC 7 with updated director particulars
- Minutes of the general meeting where the resolution was passed
- Valid means of identification, where required by the portal
- Company’s CAC registration details (RC number)
How Long Does It Take?
Once submitted correctly, CAC filings for director changes are often processed within a few days, though processing can occasionally take longer — up to two weeks in some cases — depending on portal volume and application accuracy. Incomplete resolutions or mismatched details are the most common causes of delay.
What Happens If You Don’t Update CAC Records?
- The outgoing director may retain unauthorized signatory access to company bank accounts
- Your company’s public records remain inaccurate, which can raise red flags during due diligence, funding rounds, or contract bids
- If removal wasn’t carried out per CAMA’s procedure, it can be challenged in court — a wrongfully removed director can seek reinstatement, compensation for loss of office, and damages
- It can create confusion or liability in the company’s ongoing CAC Annual Returns filings, since director details form part of that report
Common Mistakes to Avoid
- Skipping the special notice period — the 28-day notice requirement isn’t optional
- Not giving the director an opportunity to respond before the vote
- Failing to update the internal Register of Directors, not just the CAC filing
- Forgetting to notify the bank, leaving financial signatory rights unresolved
- Submitting unclear or black-and-white scanned documents, which frequently causes portal rejections
FAQs
Can a director be removed without their consent? Yes. As long as the removal follows the correct procedure under CAMA — proper notice, an opportunity to be heard, and a valid ordinary resolution — a director can be removed even without their agreement.
What form is used to remove a director from CAC records? Form CAC 7 (Particulars of Directors), submitted along with the signed resolution documenting the removal.
How long do I have to file the removal with CAC? Guidance varies by source and provision, generally cited as within 14 to 30 days of the resolution. Confirm the current applicable deadline on the CAC portal to avoid penalties.
What happens if the removal process isn’t followed correctly? The removal could be deemed invalid and set aside by a court, and the wrongfully removed director may be entitled to reinstatement, compensation, or damages.
Do I still need to update my company’s internal register? Yes. The CAC filing and your company’s own Register of Directors and Secretaries (kept at the registered office) are separate requirements — both must reflect the change.
CAC filing procedures and timelines are periodically updated. Always confirm the current forms, requirements, and deadlines on the official CAC website, or consult a corporate lawyer for complex or contested removals.
