Removal of a director


Published by a ³ÉÈËÓ°Òô Corporate expert
Practice notes

Removal of a director


Published by a ³ÉÈËÓ°Òô Corporate expert

Practice notes
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This Practice Note focuses on the procedure set out in the Companies Act 2006 (CA 2006) to remove a director of a company from office and should be read in conjunction with Practice Notes: How to remove a company director and Appointment, retirement and resignation of a director.

For an illustration of the steps that must be taken to remove a director, see Removal of a director—flowchart.

Removal from office

Resolution to remove a director

A director may be removed from office by ordinary resolution of the members passed at a general meeting of a company before the expiration of their period of office and, notwithstanding anything in any agreement between the director and the company, pursuant to CA 2006, s 168. For a sample ordinary resolution to remove a director from office, see Precedent: Removal of a director—ordinary resolution.

Shareholder activists may propose the removal of a director (or the entire board of directors) if they feel that there have been leadership or corporate governance failings. An activist shareholder may requisition a resolution (whether by requisitioning a general

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Jurisdiction(s):
United Kingdom
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Key definition:
Director definition
What does Director mean?

An officer of the company, usually registered as such at companies house, but may be also be a shadow or de facto director.

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