Special notice to remove director template

When do I use this document?

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

What are the key features?

• alternative forms of letter – notice from either single or multiple shareholders 
• alternative forms of letter
  • 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(s) proposing the removal must give the company special notice of their intention. The Articles of Association cannot override this statutory process.

Once the company receives special notice, the directors must call a shareholder meeting, which must take place at least 28 days after receiving the notice. 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 from removal 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.