A director can cease to hold office for reasons recognized by the Companies Act, including removal by shareholder resolution, resignation accepted by the board, statutory disqualification or a court finding involving dishonesty or bad faith.
Removal
The Companies Act recognizes removal where the general meeting passes a resolution removing the director.
Resignation
A director can also leave office through resignation, subject to the statutory and company-governance procedure.
Replacement
Where a vacancy occurs, the Articles and Companies Act determine how the replacement is appointed. In certain circumstances the board can appoint a director to fill a vacancy until the appropriate shareholder decision.
Records
The company should document the change and update OCR records promptly.