Special notice to remove director template

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

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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, a director can be removed from the board of directors by ordinary resolution of shareholders.  This resolution must be passed at a shareholder meeting (known as a general meeting), not by written resolution.  “Special notice” of the proposed resolution to remove the director from office must be given by the proposing shareholder(s) to the company.  This statutory removal procedure cannot be overridden by the Articles of Association.

On receipt of the Companies Act 2006 special notice, the directors must call a shareholder meeting to be held no earlier than 28 days following the date of receipt of the special notice.  The director who is the subject of the resolution has the right to make written representations concerning the potential removal from office, which the company must circulate to shareholders before the meeting.

The special notice can also include a resolution to appoint a new director in place of the director being removed.

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, a director can be removed from the board of directors by ordinary resolution of shareholders.  This resolution must be passed at a shareholder meeting (known as a general meeting), not by written resolution.  “Special notice” of the proposed resolution to remove the director from office must be given by the proposing shareholder(s) to the company.  This statutory removal procedure cannot be overridden by the Articles of Association.

On receipt of the Companies Act 2006 special notice, the directors must call a shareholder meeting to be held no earlier than 28 days following the date of receipt of the special notice.  The director who is the subject of the resolution has the right to make written representations concerning the potential removal from office, which the company must circulate to shareholders before the meeting.

The special notice can also include a resolution to appoint a new director in place of the director being removed.

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Updated by a lawyer on 28/08/2024

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