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 a proposed transaction involving the sale of a standalone company where the target company is owned by a number of shareholders to set out the principal agreed terms for the transaction on a non-legally binding basis as a preliminary step before preparing long form agreements to save time and future discussion and negotiation on the transaction documents What are the key features? comprehensive letter of intent covering aspects such as: principal sale terms shareholdings of the sellers various consideration options, including upfront consideration at closing, deferred consideration, earnout consideration and completion accounts adjustment conditions for the transaction principal terms of the Share Purchase Agreement transaction process and timetable legally binding provisions addressing: exclusivity for the buyer for a defined period (if agreed) confidentiality of the letter of intent costs governing law and jurisdiction What other documents are available? For alternative forms of letter of intent for a company sale transaction, see: Letter of Intent Share Purchase Single Seller Single Company Letter of Intent Share Purchase Single Seller Group Letter of Intent Share Purchase Multiple Sellers Group

Special notice to remove director template

Name: Special Notice to Remove a Director Template - PaperRock Documents
SKU: DIR005.001
Price: 35.00 GBP
Availability: InStock

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 a proposed transaction involving the sale of a standalone company
where the target company is owned by a number of shareholders
to set out the principal agreed terms for the transaction on a non-legally binding basis
as a preliminary step before preparing long form agreements
to save time and future discussion and negotiation on the transaction documents

What are the key features?

comprehensive letter of intent covering aspects such as:
- principal sale terms
- shareholdings of the sellers
- various consideration options, including upfront consideration at closing, deferred consideration, earnout consideration and completion accounts adjustment
- conditions for the transaction
- principal terms of the Share Purchase Agreement
transaction process and timetable
legally binding provisions addressing:
- exclusivity for the buyer for a defined period (if agreed)
- confidentiality of the letter of intent
- costs
- governing law and jurisdiction

What other documents are available?

For alternative forms of letter of intent for a company sale transaction, 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.

£35.00 exc VAT

Updated by a lawyer on 28/08/2024

Updated By a lawyer on 11/15/2022

Create your document in 3 Easy Steps

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Special notice to remove director template