Statutory registers comprising the legal registers which a private limited company is required to maintain and make available for inspection under company law.
This document also includes template registers for share allotments and share transfers, which companies commonly keep alongside their statutory records.
Read moreCompanies Act 2006 requires a company to prepare and maintain certain statutory registers, including:
These registers, often called the company’s statutory books, must be kept either at the company’s registered office or at another specified address.
Most of these registers can be inspected by the public on payment of a fee. The register of directors’ residential addresses is not available for public inspection.
The registers can be held in electronic form.
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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Updated by a lawyer on 04/11/2025
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Sample available