Removal of a Director

A company's articles may have specific provisions regarding the removal from office of a director. In the event that there is no provision Section 168 of the Companies Act 2006 gives a statutory power. It is essential that legal advice is sought before considering the removal of a director.

Removal procedure under Section 168 CA 2006

Special notice of any proposed removal must be given to the company by a member at least 28 days before the general meeting which will consider the removal. If it is proposed to appoint a director in place of the director to be removed this should also be included in the notice.

A copy of the notice should be sent to the director concerned and he is entitled to be heard at the meeting and make written representations (of reasonable length) on the resolution.

Upon receipt of the removal notice the company must also, where practicable, give its members notice of the resolution at the same time it gives notice of the meeting at which the resolution is to be considered. If it is not practicable then at least 14 days' notice of the meeting should be given to the members in any manner permitted by the articles of association. If representations are to be made by the director concerned, a copy of these should also be made in the notice sent out to members (unless representations are received too late.

If representations are received too late then the director may require that they be read out at the meeting in addition to exercising his right to speak at that meeting.

Section 168 specifies that it does not deprive any former director removed under it from any compensation or damages he might be entitled to.

Notice of any removal of a director must be filed at Companies House within 14 days using statutory form TM01.