Under the Companies Act 2006, shareholders can remove a director by passing an ordinary resolution at a general meeting. Harper James advises businesses on director and shareholder matters under the laws of England and Wales.
The process begins with special notice. Shareholders proposing the resolution must give the company at least 28 days’ notice of their intention to remove the director. The company must then notify the director, who has the right to make written representations and address the meeting. If the director’s representations are received in time, the company generally sends them to shareholders and makes them available at the meeting.
The company must call a general meeting and give the required notice to shareholders. The resolution is passed by a simple majority of votes cast, subject to the company’s articles of association, voting rights and any applicable shareholder agreement. A director cannot be removed using a written resolution, so a properly convened meeting is required.
Shareholders should review the articles, shareholder agreement, investment documents and the director’s employment or service agreement before starting the process. Removal from office does not automatically end an employment relationship. Ending the person’s employment without following the contract and employment law can create separate claims.
The company should also identify any connected decisions, such as appointing a replacement director, changing bank mandates or transferring responsibilities. The board should keep a clear record of notices, representations, voting results and minutes. After removal, the company must notify Companies House using form TM01, normally within 14 days, and update any related statutory registers or filings.