How to Remove a Director on CAC (2026)

Removing a director from a Nigerian company is not a routine post-incorporation form. The procedural weight of Section 288 of the Companies and Allied Matters Act 2020 sits at the front of the operation, not at the end.

Section 288 entitles a director to four procedural protections that the courts will enforce.

First, the director is entitled to a special notice of at least 28 days. The special notice runs on top of the standard notice of the general meeting; it gives the director formal warning that a resolution removing them is being proposed.

Second, the director is entitled to receive a copy of the resolution at the same time as the special notice, so they can see the precise wording of the proposed removal and respond to it.

Third, the director is entitled to make a written representation of reasonable length to the company, and the company is obliged to circulate the representation to every member entitled to receive notice of the meeting. The right is the director's opportunity to put their side of the case in writing to the people who will vote on the removal.

Fourth, the director is entitled to be heard orally at the general meeting. The director may attend the meeting (in person or by proxy speaking on their behalf), address the members, and respond to questions before the vote is taken.

Skipping any of these protections exposes the company to a wrongful-removal claim. Nigerian courts have set aside removals that bypassed Section 288 procedural fairness, even where the substantive grounds for removal were sound. The procedural defect is itself a basis for relief. Courts have ordered companies to reinstate removed directors, to pay damages for the period of irregular removal, and to repeat the entire procedure correctly before any subsequent attempt at removal.

This article walks the protected procedure step by step. The mechanical CAC filing at post.cac.gov.ng is the last step; the substantive work is in the procedure that precedes it. A removal without the paper trail is exposed even where the company's reasons are good.

The special notice is the procedural starting-point under Section 288. Two parties receive the notice — the company itself, and the director being proposed for removal.

Who serves the special notice. Typically a member of the company (a shareholder) initiates the removal by serving a special notice on the company stating an intention to move a resolution at the next general meeting for the removal of the named director. The company then has the obligation to forward the notice to the director and to include the resolution as an item of business at the meeting.

Service on the company. The special notice is delivered to the company's registered office under CAMA 2020. Service can be by hand, by registered post, or by electronic means where the company has notified an email address for service. The notice is dated and signed by the member (or members) initiating it.

Service on the director. The company forwards the special notice to the director — together with a copy of the proposed resolution and the company's response (if any) — promptly after receiving it from the initiating member. Service is at the director's residential address on file at CAC, or by such other means as the articles or the director's service contract permit.

The 28-day clock. The 28 days run from the date the special notice is properly served on the company. The general meeting at which the resolution will be considered cannot be held before the 28 days have elapsed. The notice of the meeting (the standard general-meeting notice) is typically served at least 21 clear days in advance of the meeting; the two periods can overlap such that the meeting is held shortly after the 28-day window closes.

The director's window for written representation. The director's written representation should reach the company in time for the company to circulate it to members with the notice of the meeting. The window is a matter of weeks rather than days — a director receiving the special notice immediately has roughly 28 days to compose and submit the written representation, with the company circulating it alongside the formal notice of meeting.

Documenting service. Every step of service is documented — the date of service on the company, the date of forwarding to the director, the method of service, the acknowledgement of receipt where obtained. The documentary chain is the company's defence against a procedural-irregularity claim.

The director's right to make a written representation of reasonable length is the second procedural protection under Section 288(3) of CAMA 2020. The company's obligation to circulate the representation to members is the corresponding duty.

What the director can include. The director's written representation states the director's response to the proposed removal — typically setting out the director's view of their service, their contribution to the company, the reasons they consider the removal unjustified, and any factual or contractual points members should consider before voting. The representation is the director's voice to the shareholder body that will decide the matter.

Length and form. The Act requires the representation to be of reasonable length. There is no fixed page limit; the practical expectation is a representation that members will actually read — typically a few pages rather than a treatise. A representation that is excessively long, defamatory, or designed to obstruct the meeting rather than inform members is treated differently (see below).

The company's obligation to circulate. Where the director submits the representation in time for circulation, the company is required to send a copy to every member entitled to receive notice of the meeting, alongside the notice of the meeting itself. The members read the company's reasons for the removal and the director's response in parallel before the meeting.

The defamation-and-obstruction exception. Where the company believes the director's representation is needlessly publishing defamatory matter or is being used to obstruct the meeting, the company may apply to the court for an order that the representation need not be circulated. The court reviews the representation and decides. This route is rarely used in practice; it exists as a check against abusive representations rather than as a routine company defence.

Late representation. Where the director's representation reaches the company too late to be circulated with the notice of meeting, the director may still require that the representation be read at the meeting itself, before the vote is taken. The company's obligation shifts from circulation to in-meeting reading, but the substantive right is preserved.

A representation alone does not stop the removal. The director's written representation is the director's voice; the members' vote is the determining act. A persuasive representation may sway votes; a weak representation may not. The procedural protection is the opportunity to be heard, not a guaranteed outcome.

The third procedural protection is the director's right to be heard at the general meeting. The fourth element of the procedure is the actual vote.

The notice of the general meeting. The notice convening the meeting (annual or extraordinary) specifies the removal of the named director as an item of special business. The notice is served on every member entitled to receive notice, at least 21 clear days in advance under CAMA 2020. The director's written representation, where submitted in time, is circulated with the notice.

The director's right to be heard. The director may attend the meeting personally or by proxy. The director (or the proxy speaking on their behalf) is entitled to address the members on the proposed removal, to respond to questions, and to comment on the company's stated reasons. The chair of the meeting is obliged to give the director a reasonable opportunity to speak before the vote is taken. A chair who suppresses the director's address — by ruling speeches out of order without basis, by cutting the director off before they have substantively addressed the resolution, by manipulating the order of business to deprive the director of an audience — risks the entire procedure being set aside.

Quorum. The meeting must be quorate per the company's articles. A typical private-company quorum is two members present (or a higher threshold where the articles set one); a public-company quorum is typically higher. A meeting that is not quorate cannot pass any resolution.

The voting threshold. Section 288(1) provides for removal by ordinary resolution — a simple majority of the members present and voting at the meeting (whether in person or by proxy). The 75% supermajority of a special resolution is not required. The procedural weight comes from the surrounding special-notice procedure and the representation rights, not from the voting threshold.

The minutes. The minutes of the meeting record the notice, the director's representation (whether written or oral), the speeches, the votes, and the resolution as passed. The minutes are signed by the chair and form part of the company's records. A certified copy of the resolution is extracted for the CAC filing.

Where a new director is being appointed in substitution. The same meeting can pass an additional resolution appointing a new director to fill the vacancy created by the removal. The substitution is recorded as a coupled act at the CAC filing — a removal plus an appointment in the same submission.

With the resolution passed, the public-register update at CAC is the final mechanical step.

1. 1
   Confirm annual returns are current
2. 2
   Sign in to post.cac.gov.ng and open the Change of Directors service
3. 3
   Enter the outgoing director's particulars and date of removal
4. 4
   Upload the supporting documents
5. 5
   Pay the modification fee through Remita
6. 6
   Submit within 14 days of the meeting
7. 7
   Track to register update

The CAC filing is the public-register confirmation. The removal itself takes effect from the date of the resolution at the general meeting; the company's internal records and operational arrangements (bank-mandate update, removing the outgoing director from the directors' service contract, recovering company property held by the outgoing director) reflect the removal from that date.

Section 288 governs removal of a director against the director's will. Three classes of director-departure sit outside the protected procedure and do not require the special-notice steps.

Voluntary resignation. A director who chooses to resign serves a notice of resignation on the company in accordance with the articles or the service contract. The board acknowledges receipt; the resignation takes effect from the date specified in the notice (or, if no date is specified, from the date of receipt). The CAC filing records the resignation using Form CAC 7 in the cessation mode, with the resignation letter as the supporting document, within 14 days. No special notice, no general meeting, no shareholder vote is required.

Expiry of the appointment term. Where the director was appointed for a fixed term (a non-executive director with a fixed three-year term, for instance) and the term has run its course without renewal, the appointment lapses by operation of the articles. The board records the lapse; the CAC filing records the change. No removal procedure is needed because no removal has occurred — the appointment ended on its own terms.

Statutory disqualification. Where the director becomes disqualified under CAMA 2020 — through adjudication of bankruptcy, conviction for an offence involving fraud or dishonesty within the preceding five years, or a court order disqualifying the director — the directorship terminates by operation of law. The company is obliged to record the cessation and to file the change at CAC. Section 288 protections do not apply because the cessation is statutory, not a discretionary act of the company.

Removal by the articles for cause. Where the company's articles provide for the removal of a director for cause (typically defined as gross misconduct, sustained absence, or breach of fiduciary duty) by a board resolution or a specific procedural mechanism, the articles' procedure is followed. Even in this case, the prudent approach is to also follow Section 288's general protections — the courts have read the statutory protections as a floor, not a ceiling, and articles purporting to bypass the protections face scrutiny.

A removal that fits one of the four categories above can use the lighter CAC filing flow without the full Section 288 procedural overhead. A removal that does not fit one of the four categories — that is, a removal against the director's will outside an automatic-cessation event — must follow the Section 288 procedure in full.

The CAC filing step at post.cac.gov.ng is mechanically DIY-capable — the portal walks the user through the change-of-directors service the same way it walks every modification. But the substantive Section 288 procedure that precedes the filing is materially heavier than a routine post-incorporation operation, and the consequences of getting it wrong are litigation risk for the company.

The accredited-agent route is more often the right choice for a director removal than for any other modification in this batch. A chartered secretary (ICSAN) coordinating the Section 288 procedure brings the procedural discipline that the company needs at every step — drafting the special notice in compliant form, advising on service mechanics, handling the director's written representation correspondence, briefing the chair on the at-meeting procedural protections, drafting the resolution and the minutes, filing at CAC within the 14-day window. A legal practitioner (NBA) is the right choice where the removal is contested, where the outgoing director has threatened court action, or where the company's articles or service contracts add bespoke procedural elements.

The DIY route is genuinely available — the company's director or proprietor can run the procedure with care and attention — but the documentary discipline required is heavier than for any other modification in this batch. A removal that the director resists, that is later challenged in court, or that turns on a fine procedural point, is materially less risky in agent hands than in DIY hands. Naming the trade-off honestly: DIY is possible; agent representation is a more common choice here than for an address change or a name change, because the downside of a procedural slip is much higher.

Accredited-agent fees for a director removal typically run between ₦80,000 and ₦250,000 (or more for a contested removal involving counsel work), layered on top of the CAC statutory line. The agent's invoice itemises the statutory CAC fee, the professional fee, and any disbursements (court fees if applicable) separately.

Informal "CAC consultants" with no accreditation have no standing on a contested removal. The procedural weight requires regulated professional expertise; informal help is not a substitute.

• Do NOT skip the 28-day special notice. The notice is the foundation of the protected procedure under Section 288; a removal without proper special notice is procedurally defective from the start. The 28-day figure is the conservative practice — some sources cite 21 days, but the safer practice consistently used by major Nigerian commercial-law firms is to serve at least 28 days.
• Do NOT refuse to circulate the director's written representation. Where the director submits a representation of reasonable length in time for circulation, the company is obliged to send a copy to every member entitled to receive notice of the meeting. A refusal to circulate is a procedural defect the court will recognise.
• Do NOT suppress the director's right to be heard at the general meeting. The director (or the proxy speaking on their behalf) is entitled to address the members before the vote is taken. A chair who rules the director's address out of order without basis, or who cuts the director off prematurely, exposes the entire procedure to challenge.
• Do NOT use a special resolution where an ordinary resolution is required. Section 288(1) provides for removal by ordinary resolution (simple majority). Passing the removal as a special resolution by mistake (75% threshold) when the majority would not reach 75% may produce a procedurally-defective resolution that the courts will scrutinise.
• Do NOT delay the CAC filing beyond the 14 days after the meeting. The 14-day filing window after the resolution is the only short statutory deadline in the procedure. Late filing attracts a penalty and complicates the company's good-standing position at CAC.
• Do NOT treat the director as already removed during the 28-day notice period. The director remains a director until the resolution is passed; the director's powers and obligations continue. Where the company is concerned about specific conduct (improper asset transfers, confidentiality breaches), the route is an interim court order on specific conduct, not a self-help suspension of the directorship.
• Do NOT conflate voluntary resignation with removal. A director who resigns voluntarily falls outside Section 288; the lighter filing flow applies. A director who is being removed against their will falls inside Section 288 and the full protected procedure applies. Treating a contested removal as a 'resignation' to bypass the procedure is exactly the kind of irregularity Nigerian courts have set aside.
• Do NOT skip the documentary chain. Every step of the procedure is documented — the special notice, the service on the director, the copy of the resolution, the written representation (if any), the meeting notice, the minutes recording the director's representations and the vote. The documentary chain is the company's defence against a wrongful-removal claim.