Chapter 2: Formation, Administration and Dissolution of Companies
Part F: Governance of companies

s70: Vacancies on board

  • (1) Subject to subsection (2), a person ceases to be a director, and a vacancy arises on the board of a company:
    • (a) when the person's term of office as director expires, in the case of a company whose Memorandum of Incorporation provides for fixed terms, as contemplated in section 68(1); or
      • (b) in any case, if the person:
        • (i) resigns or dies;
          • (ii) in the case of an ex officio director, ceases to hold the office, title, designation or similar status that entitled the person to be an ex officio director;
            • (iii) becomes incapacitated to the extent that the person is unable to perform the functions of a director, and is unlikely to regain that capacity within a reasonable time, subject to section 71(3);
              • (iv) is declared delinquent by a court, or placed on probation under conditions that are inconsistent with continuing to be a director of the company, in terms of section 162;
                • (v) becomes ineligible or disqualified in terms of section 69, subject to section 71(3); or
                  • (vi) is removed:
                    • (aa) by resolution of the shareholders in terms of section 71(1);
                      • (bb) by resolution of the board in terms of section 71(3); or
                        • (cc) by order of the court in terms of section 71(5) or (6).
                    • (2) If, in terms of section 71(3), the board of a company has removed a director, a vacancy on the board does not arise until the later of:
                      • (a) the expiry of the time for filing an application for review in terms of section 71(5); or
                        • (b) the granting of an order by the court on such an application,
                        • but the director is suspended from office during that time.
                        • (3) If a vacancy arises on the board, other than as a result of an ex officio director ceasing to hold that office, it must be filled by:
                          • (a) a new appointment, if the director was appointed as contemplated in section 66(4)(a)(i); or
                            • (b) subject to subsection (4), by a new election conducted:
                              • (i) at the next annual general meeting of the company, if the company is required to hold such a meeting; or
                                • (ii) in any other case, within six months after the vacancy arose:
                                  • (aa) at a shareholders meeting called for the purpose of electing the director; or
                                    • (bb) by a poll of the persons entitled to exercise voting rights in an election of the director, as contemplated in section 60(3).
                                • (4) If, as a result of a vacancy arising on the board of a company there are no remaining directors of a company, any holder of voting rights entitled to be exercised in the election of a director may convene a meeting for the purpose of such an election.
                                  • (5) A person contemplated in subsection (4) may apply to a court for relief, and the court may grant a supervisory order relating to a meeting convened in terms of that paragraph if the court is satisfied that such an order is required to prevent the oppression, or preserve the rights, of any shareholder.
                                    • (6) Every company must file a notice within 10 business days after a person becomes or ceases to be a director of the company.

                                      Related Sections

                                      s60: Shareholders acting other than at meeting
                                      s66: Board, directors and prescribed officers
                                      s68: Election of directors of profit companies
                                      s69: Ineligibility and disqualification of persons to be director or prescribed officer
                                      s71: Removal of directors
                                      s162: Application to declare director delinquent or under probation

                                      Related Regulations

                                      R39: Directors and register of persons disqualified from serving as director

                                      Related Notes

                                      Notice to Customers: Reactivation of customer verification
                                      Practice Note: Valued Customer

                                      Related Forms

                                      CoR39: Notice of Change concerning a Director