Section 168 Companies Act 2006

October 2017

A director may be removed from office for a variety of reasons; however the process used will vary. It may be automatic, e.g. if a director becomes bankrupt, or a director may resign from office or be removed in accordance with the terms of the company’s articles of association. In addition, shareholders are also able to remove a director from office in accordance with the statutory procedure set out in section 168 of the Companies Act 2006. No reasons need to be given and provided the correct procedure is followed, it will override any agreement between the director and the company. 

This month we have therefore updated and reviewed our package of templates specifically related to the removal of a director from office in accordance with section 168.

Our package includes an updated and more comprehensive guidance note covering the entire process from the issuing of special notice by the shareholders concerned to the company, to filing the relevant termination of appointment form with Companies House.

The subfolder also includes new content to make the process easier to complete for our customers, including a letter to the director concerned regarding his/her proposed removal (a statutory requirement under section 169) and two sets of board minutes, for use both before and after the general meeting that must be held to consider the director’s removal.

This updated subfolder will be of interest to all directors and those involved in the management and administration of companies.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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