Loan agreement for an unsecured loan of a fixed amount to a corporate borrower which is incorporated in England and Wales, to be drawn in a single advance and repayable either on a single repayment date or in instalments.
Read moreFor a form of secured loan agreement template, under which the borrower secures its obligations to the lender by granting a charge or other form of security, see
For forms of unsecured and secured facility agreements
If a director or shareholder of the borrower will personally guarantee the obligations of the borrower, see Guarantee: individual guarantor
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.
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£35.00 exc VAT
Updated by a lawyer on 02/09/2024
£35.00 exc VAT




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