How can a director be removed?

Specific provisions for how directors may be removed from office may be found in the Articles of Association. For example, these might provide that the removal requires approval by the shareholders, by the other directors or that one or more shareholders has the right to remove one or more specified directors. If the Articles of Association do include specific provisions for the removal of a director, it will usually be easier to comply with them rather than to use the Companies Act 2006 removal process described below.

What is special notice to remove a director?

The Companies Act 2006 contains a process for a director to be removed by ordinary resolution of shareholders, which must be passed at a shareholder meeting (and not by a written resolution). What is called special notice of a proposed resolution to remove a director must be given by the proposing shareholder(s) to the company. This removal process cannot be disapplied in the Articles of Association. On receipt of the special notice, the directors must call a meeting of shareholders for no earlier than 28 days following the date of receipt of the special notice. The director who is the subject of the resolution is entitled to make written representations concerning the potential removal, which the company must circulate to shareholders before the shareholder meeting. The special notice can also include a resolution to appoint a director in place of the director who is proposed to be removed. An ordinary resolution (simple majority) is required to remove a director under this special notice procedure.

What are weighted voting rights?

Where a shareholder who holds less than 50% of the voting rights wishes to protect against being removed as a director under this special notice procedure, it is possible to achieve this by including weighted voting rights in the Articles of Association. These weighted voting rights provide that, on a resolution to remove either that shareholder or that shareholder’s representative as a director, the shareholder may exercise multiple votes per share. The effect of this is that the resolution will not be capable of being passed, assuming the shareholder concerned votes against it. This protection is often included in the Articles of Association of joint venture companies, companies where there are a number of individual shareholders and in circumstances where an investor wishes to project its rights to appoint a director.

What about employment rights?

The removal of an individual as a director does not affect the individual director’s employment rights or status with the company (though the removal as a director may amount to grounds for an employment claim against the company, including for wrongful dismissal).

Does the removed director have a potential unfair prejudice claim?

If the removed director is a shareholder (or a representative of a shareholder), the shareholder may have grounds to bring a Court petition under the Companies Act 2006 against other shareholders who have caused the removal to take place on the basis that the affairs of the company are being conducted in an unfairly prejudicial manner. This is particularly the case if the company is found by the Court to be a quasi-partnership and the shareholder had a legitimate expectation to remain involved in the management of the company. If this is found to be the case, the likely remedy which may be awarded by the Court is that the petitioning shareholder’s shares should be bought by the other shareholders at their fair value.

When do I use this document? for the sale and purchase of a company which is not part of a corporate group for the sale of a company by a single seller for a transaction where the acquisition is signed and completed simultaneously, with no closing conditions when the consideration is paid in full in cash at completion What are the key features? full-form SPA with 22 clauses and 4 schedules over 33 pages process for the sale and purchase of shares and completion deliverables warranties from the seller relating to the target company seller limitations from liability under the warranties provision for indemnities for specific issues restrictive covenants from the seller tax covenant for pre-completion tax liabilities What other documents are there? For alternative forms of SPA for a standalone company, see: Share Purchase Agreement single company, conditional Share Purchase Agreement single company, completion accounts Share Purchase Agreement single company, completion accounts and earnout Share Purchase Agreement single company, multiple sellers

Special notice to remove director template

Special notice to remove a director template under the Companies Act 2006, with alternative forms of notice for single or multiple shareholders and with an option to appoint a replacement director.

where one or more shareholders wish to remove a director
where the Articles of Association do not include a simpler removal process
as special notice pursuant to the Companies Act 2006 to remove a director

Key features

special notice required to remove a director from office
including an ordinary resolution to remove a director, for use by either a single shareholder or multiple shareholders
alternative forms covering:
- removal of director only
- removal of director and appointment of replacement director

What else do I need to know?

Under section 168 of the Companies Act 2006, shareholders can remove a director by passing an ordinary resolution at a general meeting. This decision cannot be made by written resolution. The shareholder proposing the removal must give formal notice to the company. The Articles of Association cannot override this statutory process or change the notice periods required for the process.

Once the company receives special notice, the board must call a shareholder meeting. This meeting must take place at least 28 days after the notice is received. The director facing removal has the right to submit written representations, which the company must circulate to shareholders before the meeting.

The special notice may also propose appointing a new director to replace the one being removed.

In some companies, weighted voting rights can protect shareholder-directors being removed from office by granting them extra votes on removal resolutions. This is common in joint ventures, multi-shareholder businesses, or investor agreements where director rights need protection.

Being removed as a director does not affect employment rights, but it may lead to legal claims, such as wrongful dismissal. If the removed director is also a shareholder, they may claim unfair prejudice under the Companies Act 2006 – particularly in quasi-partnerships, where they expected to be involved in management. If the claim succeeds, the court may order other shareholders to buy their shares at fair value.

Description

When do I use this document?

for the sale and purchase of a company which is not part of a corporate group
for the sale of a company by a single seller
for a transaction where the acquisition is signed and completed simultaneously, with no closing conditions
when the consideration is paid in full in cash at completion

What are the key features?

full-form SPA with 22 clauses and 4 schedules over 33 pages
process for the sale and purchase of shares and completion deliverables
warranties from the seller relating to the target company
seller limitations from liability under the warranties
provision for indemnities for specific issues
restrictive covenants from the seller
tax covenant for pre-completion tax liabilities

What other documents are there?

For alternative forms of SPA for a standalone company, see:

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

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Updated by a lawyer on 28/08/2024

Updated By a lawyer on 11/15/2022

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Special notice to remove director template