Removal of Directors
There are a number of safeguards for directors while in office, typically in the company’s articles of association and any shareholders’ agreement. These are intended to protect directors from arbitrary removal.
However, where shareholders wish to remove a director, section 168 of the Companies Act 2006 provides a specific statutory procedure. This Removal of Directors section focuses on that procedure.
It includes:
- a guidance note explaining the statutory removal process;
- the special notice required to start the process;
- board and general meeting minutes and notices; and
- follow-up documents for Companies House and any loss of office payment.
Each document in the Removal of Directors section is compliant with the Companies Act 2006.
When To Use These Templates
Use these templates when you are:
- following the statutory procedure under section 168 CA 2006 to remove a director from office;
- preparing or responding to the special notice to remove a director;
- convening and holding the general meeting at which the removal resolution will be considered;
- documenting the outcome of the meeting and any replacement appointment;
- notifying Companies House of the termination and any replacement;
- documenting any proposed payment to the director for loss of office that requires shareholder approval.
📁 Templates In This Section
Guidance on the statutory removal process
Pre-meeting notices and communications
Board and shareholder meetings
- Board Minutes – Following Receipt of Special Notice to Remove a Director by the Shareholders
- Notice of General Meeting to Remove a Director
- General Meeting Minutes - Replacement or Removal of a Director
- Board Minutes Following General Meeting to Remove a Director
Filings, resignation and loss of office
- Letter to Companies House – Replacement or Removal of a Director
- TM01 – Termination of Appointment of Director
- Letter of Resignation – Director or Secretary
- Shareholders’ OR – Approving Payment to Director for Loss of Office
🔀 Document Toolkit: Typical Sequence (may vary)
- Review the Guidance for the Statutory Removal/Replacement of a Director and the company’s articles/shareholders’ agreement to understand all procedural steps and any additional protections for the director.
- Serve a Special Notice to Remove a Director and send the Letter to Director Regarding S.168 Statutory Removal from Office to inform the director of the proposed removal.
- Record the board’s consideration of the notice using Board Minutes – Following Receipt of Special Notice to Remove a Director by the Shareholders and arrange the general meeting.
- Issue the Notice of General Meeting to Remove a Director and, at the meeting, record the shareholders’ decisions using General Meeting Minutes - Replacement or Removal of a Director.
- After the meeting, use Board Minutes Following General Meeting to Remove a Director and, where applicable, seek approval for any loss of office payment using Shareholders’ OR – Approving Payment to Director for Loss of Office.
- Notify Companies House using TM01 – Termination of Appointment of Director and, if needed, the Letter to Companies House – Replacement or Removal of a Director, and keep all resolutions, minutes and filings with the company’s records.
- Guidance for the Statutory Removal/Replacement of a Director
- Special Notice to Remove a Director
- Letter to Director Regarding S.168 Statutory Removal from Office
- Board Minutes – Following Receipt of Special Notice to Remove a Director by the Shareholders
- Notice of General Meeting to Remove a Director
- General Meeting Minutes - Replacement or Removal of a Director
- Board Minutes Following General Meeting to Remove a Director
- Letter to Companies House – Replacement or Removal of a Director
- TM01 – Termination of Appointment of Director
- Letter of Resignation – Director or Secretary
- Shareholders’ OR – Approving Payment to Director for Loss of Office
Removal of Directors is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.
Frequently Asked Questions
Can shareholders remove a director who refuses to resign?
Yes. Section 168 of the Companies Act 2006 lets shareholders remove a director before their term ends by ordinary resolution at a general meeting, whatever the director's service contract or any other agreement says. The process is strict, so start with the Guidance for the Statutory Removal/Replacement of a Director and check the articles and any shareholders' agreement for extra protections before serving notice.
What is special notice and how long does removal take?
The shareholders proposing the resolution must give the company special notice at least 28 clear days before the meeting under section 312. The company then includes the resolution in the notice of the meeting or, if that is impracticable, notifies members by advertisement at least 14 days before it. Use the Special Notice to Remove a Director to start the clock and the Notice of General Meeting to Remove a Director to convene.
Can we remove a director by written resolution instead of a meeting?
No. A resolution to remove a director cannot be passed as a written resolution: section 168 requires it to be passed at a meeting, because the director has a statutory right to be heard there. Convene a general meeting using the notice template and record the outcome in the General Meeting Minutes - Replacement or Removal of a Director, then hold a follow-up board meeting.
What rights does the director being removed have?
The company must send the director a copy of the proposed resolution at once. Under section 169 they may make written representations of reasonable length and require their circulation to members, or have them read at the meeting, and they are entitled to speak on the resolution at the meeting whether or not they hold shares. The Letter to Director Regarding S.168 Statutory Removal from Office covers the required notification.
Can the articles or a shareholders' agreement block a removal?
They cannot exclude section 168 itself, but they can make it ineffective in practice. Weighted voting rights of the Bushell v Faith type can let the target director outvote the resolution, and a shareholders' agreement may create contract claims against members who vote for removal. Review both documents before serving special notice, as the Guidance for the Statutory Removal/Replacement of a Director explains.
Do we owe the removed director anything, and what do we file afterwards?
Removal ends the office, not the employment: contractual notice and unfair or wrongful dismissal claims can survive, and section 168(5) preserves compensation rights. Any non-contractual payment for loss of office needs shareholder approval under section 217, with a small exception where relevant payments total no more than £200. File TM01 within 14 days and use the Shareholders' OR - Approving Payment to Director for Loss of Office where a payment is proposed.