Companies Act 2014 section 148

Vacation of office

Section 148 sets out the circumstances in which a director's office must be vacated, distinguishing between mandatory grounds that apply regardless of the company's constitution and additional grounds that apply unless the constitution provides otherwise.

• A director must vacate office if adjudicated bankrupt without a discharge certificate, or if subject to a disqualification order
• Unless the company's constitution states otherwise, a director vacates office upon resignation, loss of decision-making capacity due to health, imprisonment (including suspended sentences) for an indictable offence, or a restriction declaration followed by a board resolution
• A director who is absent without permission from board meetings for more than 6 months also vacates office, subject to the company's constitution
• The term "imprisonment" explicitly includes suspended prison sentences, so a director need not actually serve time in prison for the provision to apply