Special Notice of Resolution to Remove a Director

Special Notice to Remove a Director

CO.CA.DIR.05

Section 168 of the Companies Act 2006 requires special notice of a resolution to be given to the company in order to remove a director from office. Resolutions requiring special notice will not be effective unless made in accordance with section 312 of the Companies Act 2006. This primarily concerns the giving of notice periods, etc. More details can be found in our Guidance for the Statutory Removal/Replacement of a Director in this subfolder. 

The special notice should be sent to the board of directors.

The first paragraph sets out the shareholders’ request for a general meeting to be convened. The directors are required to call a general meeting upon receipt of the special notice.

If a general meeting is not requested (in the case where the other directors do not object to the removal of the director in question or a general meeting has already been convened), then the first paragraph can be deleted. 

The second section refers to the special notice required to be given to the company, of the shareholders’ ordinary resolution to remove the director concerned and, if required, replaced. If the director is not being replaced, then the second resolution can be deleted.

The names of the shareholders making the request for a meeting and giving the special notice of the ordinary resolution(s) should be inserted in the fields where indicated.

This document is in open format. Fields should be completed. Wording in square brackets is optional and can be deleted or retained according to requirements.

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