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Study Notes · Company Law · Directors

Removal of Directors

✍️ Written by a solicitor-track authorRecall prompts checked by the PasSQE teamUpdated 2 days agoInteractive note
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A director isn’t fired with a handshake. There’s a strict statutory route. Master the resolution, the notice periods, and the two boardroom scenarios, and this topic becomes free marks.

The core rule: s.168 CA 2006

Under s.168 Companies Act 2006, the members can remove a director before the end of their term by passing an Ordinary Resolution, a simple majority of the votes cast at a general meeting. One trap examiners love: a Written Resolution cannot be used for this. The removal must be decided at a live meeting, because the director concerned has the right to defend themselves in front of the members.

The s.168 right cannot be excluded by the Articles. The Articles may, however, add an easier removal route alongside it, for example allowing the board itself to remove a director without troubling the members.

Watch the Articles themselves: they can be amended by a Special Resolution, and the amended Articles must be sent to the registrar within 15 days. Miss that filing and a criminal offence is committed by every officer in default.

Automatic termination

Removal by the members isn’t the only exit. Under the Model Articles a director’s appointment ends automatically when certain events occur, no resolution required. Tap each trigger:

Trigger 1
A director simply steps down…
Resignation
tap to reveal
Trigger 2
The law itself bars them…
Disqualified or prohibited by law
tap to reveal
Trigger 3
Their finances collapse…
Bankruptcy (or a creditors' arrangement to avoid it)
tap to reveal
Trigger 4
A doctor's verdict…
Medical opinion of physical/mental incapacity likely to last > 3 months
tap to reveal
🎯 Recall prompt
Why can a s.168 removal resolution never be dealt with as a written resolution?
Because the director concerned has a statutory right to be heard: to speak at the meeting and have written representations circulated. A written resolution would bypass that protection, so s.288(2) excludes it.
Memory hook · one per topic

The Ordinary Bouncer

Picture an ordinary nightclub bouncer (ordinary resolution) escorting the director out. He hands over a special envelope exactly 28 days early (special notice), and flatly refuses to text it: it has to be said out loud at the meeting (no written resolution).

The s.168 procedure, step by step

1

Special notice s.312

The shareholders proposing removal must give the company special notice, 28 days before the general meeting. Special notice is also required for a resolution appointing a replacement director at the same meeting.
2

Notify the director concerned right to be heard

The company sends the notice straight on to the director. They may speak at the meeting and require written representations to be circulated to the members beforehand.
3

Convene the GM two boardroom scenarios

How the meeting actually gets called depends on the boardroom mood:
Board cooperative Scenario A
The board calls the GM, giving members notice of at least 14 days. The GM may be held no earlier than 28 days after the special notice, but if the board fixes an earlier date, the notice is deemed properly given.
Board uncooperative Scenario B
The board refuses to call the meeting, so the members force a GM under ss.303 to 305. If it’s genuinely urgent and waiting isn’t practicable, apply to court for an order under s.306.
4

The GM the vote

The removal is decided by ordinary resolution. The director may speak, and any written representations are read to the meeting.
5

Admin matters after the vote

Update the Register of Directors and the Register of Directors’ Residential Addresses, and notify Companies House of the removal within 14 days.
🎯 Recall prompt
Board won't play ball. How do the members force the general meeting?
They requisition a GM under the ss.303 to 305 procedure. If there’s genuine urgency and waiting isn’t practicable, a director or member can apply to court under s.306 to order the meeting.
Directors' removal cheat sheet: key timings & thresholds · click a column to sort
Event ↕Period ↕Authority ↕
Special notice before GM28 dayss.312
GM date after special notice≥ 28 dayss.168
Notice of the GM to members14 dayss.307
Amended Articles to registrar15 dayss.26
Notify Companies House of removal14 dayss.167
Medical incapacity threshold> 3 monthsModel Articles
🎯 Recall prompt
Two deadlines both sit at 14 days in this topic. Which are they?
(1) Notice of the general meeting must go to members at least 14 days before it; and (2) Companies House must be notified of the removal within 14 days. The 28-day figure is the special notice / GM-date rule; 15 days is filing amended Articles.
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