Director's removal from office

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By Companies Act 2006, sec168, any company director can be removed from office by an ordinary resolution of the shareholders.


  • it is possible to defeat sec168 if there are provisions in the articles to protect a director who is a shareholder from being removed under this section. See directors - protection from removal;
  • the procedure to remove the director is unusual and must be strictly complied with;
  • a director may be entitled to compensation for loss of office if employed by the company or has a contract with it
  • removing a director who is also a shareholder in the company may amount to unfairly prejudicial conduct giving the removed director grounds for legal redress. Where there is an existing dispute it would be very unwise to remove a director who holds share in the company from office. We do not deal with contentious matters and cannot advise where there is a dispute between the directors or shareholders in a company. Those involved should seek solicitors' advice.

For more information visit our webpages on directors and directors' removal from office.

The person proposing the resolution to remove the director must give special notice to the company of the proposed resolution. The director whose removal is sought must be notified of the proposal and of his statutory rights, which include the right to attend and address the meeting and to circulate a written statement. The timings of the special notice, the notification of the director and calling of the meeting are subject to precise rules, despite which it may be possible to remove the director very quickly in some circumstances. Until removed, it may be possible to suspend the director's powers to act.

Our service
The Company Law Solutions service provides all required:

  • guidance as to the applicable procedures
  • the special notice
  • letters to the director being removed
  • notices of directors' meetings
  • minutes of directors' meetings
  • notices of the shareholders' meeting
  • minutes of the shareholders' meeting
  • completed official forms for Companies House
  • our straightforward, step by step guide to completing the procedures
  • checking by us when the documents are completed (if required)
  • dispatch by us to Companies House of the completed and checked form (if required)
  • guidance on completion of statutory registers

Most directors' removals will fall within the benchmark price.