How Do I Remove a Director From an Alberta Corporation?

The five steps to remove a director in Alberta

1. Confirm that the shareholders, not the board, hold the removal power.
2. Check the articles of incorporation for any provision affecting the vote (it cannot exceed the statutory threshold).
3. Hold the shareholder vote to remove the director.
4. Fill the resulting vacancy, if the corporation wants a replacement in place.
5. File a Notice of Change of Directors with the Corporate Registry within 15 days.

The rest of this article walks through each step and where it comes from in the Business Corporations Act (RSA 2000, c B-9).

Step 1: Confirm shareholders hold the power

A common misunderstanding is that a corporation’s own board can vote out one of its members. In Alberta, that is not how it works. The Act places a dedicated provision headed “Removal of directors” at section 109, sitting in Part 9 between the sections on directors ceasing to hold office (s.108) and filling vacancies (s.111). Section 106(4) of the Act confirms that this is a shareholder-level power: it specifically addresses the vote shareholders take “to remove a director” under section 109, which only makes sense if removal is a shareholder decision, not a board one, as the CanLII-hosted version of the Act sets out.

Step 2: Check the articles (they cannot raise the bar)

Before calling a vote, check the corporation’s articles of incorporation. Some corporations try to write in extra protections for directors, such as requiring a larger majority to remove one. The Act does not allow this: section 106(4) says the articles “may not require a greater number of votes of shareholders to remove a director than the number required by section 109.” In other words, section 109 sets a ceiling. Whatever the articles say, they cannot make removal harder than the statute allows.

Step 3: Hold the shareholder vote

With the threshold confirmed, the shareholders hold the vote required under section 109. Because this is a statutory shareholder power rather than a board resolution, the corporation’s usual meeting and voting practices for shareholder decisions apply here as well.

Step 4: Fill the vacancy, if wanted

Once a director is removed, the corporation may appoint a replacement under the Act’s provision on filling vacancies (section 111, which follows section 109 in Part 9 of the Act). Any replacement director still has to meet the Act’s basic eligibility rule: Alberta.ca confirms that “directors must be adults,” a qualification requirement found at section 105 of the Act. A corporation does not have to fill the vacancy immediately, but if it wants continuity on the board, this is the point to do it.

Step 5: File the Notice of Change of Directors

Removing a director changes the corporation’s public record, and Alberta requires that record to be kept current. Alberta.ca explains that “Alberta corporations need to provide an authorized Corporate Registry service provider with address or director updates within 15 days of a change.” The filing itself is called the Notice of change of directors, and it has to go through an authorized Corporate Registry service provider rather than directly to a government office.

There is no single posted government fee for this filing. Instead, Alberta.ca notes that “service providers will charge a service fee to file change notices for Alberta,” meaning the cost depends on which authorized provider the corporation uses.

What this looks like in practice

Silver Fox Holdings Ltd., an Alberta corporation with three shareholders, wants to remove a director who has stopped attending meetings. The shareholders hold a vote under section 109; because Silver Fox’s articles cannot set a higher removal threshold than section 109 requires, the vote proceeds strictly on the statutory rule. The shareholders also elect a replacement director, who is 34 years old and so meets the Act’s requirement that directors be adults. Within 15 days of the vote, Silver Fox’s corporate contact files a Notice of Change of Directors through an authorized Corporate Registry service provider, paying that provider’s posted fee for the filing.

Common mistakes

• Assuming the board can act alone. Removal is a shareholder decision under section 109 and section 106(4), not something the remaining directors can vote through on their own.
• Writing a higher removal threshold into the articles. Section 106(4) makes any such provision ineffective; the articles cannot require more votes than section 109 sets.
• Missing the 15-day filing window. The corporate registry record will show an outdated director if the Notice of Change of Directors isn’t filed within 15 days of the change.
• Expecting a flat government fee. The filing fee is set by whichever authorized service provider handles it, so it is worth comparing before assuming a standard cost.
• Appointing a replacement without checking eligibility. A new director still has to meet the Act’s basic qualification of being an adult before taking the vacant seat.