Directors are responsible for managing the company and ensuring its proper functioning. If they fail to fulfil their duties or cause harm to the company, the shareholders may take various actions:
Dismissal of the director
If they fail to perform their duties (fail to present accounts, abandon their position, etc.), they may be dismissed by a General Meeting of shareholders, convened by the administrator themselves or by shareholders holding at least 5% of the capital.
If they fail to convene the meeting
The judge or the registrar of companies may be asked to convene the meeting. Any shareholder may request the meeting to approve the annual accounts, without a minimum percentage.
Voting on dismissal
The administrator may vote, but if the majority is against them, they may be dismissed even if it is not on the agenda.
Liability for damages
If they have caused financial or reputational damage, the company may claim compensation through a corporate liability action.
Lack of majority
If they cannot be dismissed, members with at least 5% may sue them directly for breach of their duty of loyalty.
Expulsion as a partner
Only in serious cases (unfair competition, proven damages, legal breach) and with a reinforced majority can they also lose their status as a partner.
✅ In summary:
There are legal mechanisms to dismiss, sue and, in extreme cases, expel a director who acts against the interests of the company. Partners must be aware of these rights in order to protect the company.
