What Is Required to Have a Limited Liability Company's Manager Removed?

Company Management, Representation and General Meetings

Prepared by: Constantinople

Removal of a limited liability company manager or restriction of their authority may arise through a general meeting resolution or, where the conditions exist, court proceedings. Any shareholder may, for just cause, seek withdrawal or restriction of a manager's management and representation powers. A personal disagreement alone does not replace proof of a specific management breach.

If unauthorised use of company assets, concealment of accounts or a serious breach of duty is alleged, prepare the transaction dates and documents. The manager appointment resolution, articles of association, current representation record, bank transactions and relevant notices must be examined together. Shareholder and manager status are distinct; removing someone as manager does not mean their shareholding is extinguished.

A complete halt in company affairs during proceedings may cause further loss. The protection sought must therefore correspond to the specific risk: restricting a particular power differs from replacing all management. It cannot be assumed that the court will grant interim protection or necessarily appoint a trustee. Evidence of loss and the effects of delay are assessed separately; possible security and implementation costs are also considered.

Prepare the manager appointment resolution and dated evidence of the management breach. Removal, restriction of authority and damages claims are assessed separately.

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