Remove director

All the documents you need to remove a director

The Companies Act 2006 allows you to remove a director in members’ general meeting. To do this you need an ordinary resolution (greater than 50% approval) to be passed by the members (the shareholders).

These forms, minutes and notices provide everything required for a board member or a shareholder to follow this process.

Removal of a director is a matter where the law requires you to give special notice of 28 days before a meeting is held. The reason is obvious: it gives time to the director to make a statement of his case to remain or the circumstances under which he feels he is being called to leave.

The law does not allow you to call a general meeting on a short notice as you may in most other matters.

Remember that removing a director does not affect the legal status of that person as an employee or as a shareholder. You should check the shareholders’ agreement (if he or she is also a shareholder) and the director’s service agreement (his or her employment contract) as to possible consequences of removal.

Circumstances that merit removal as a director, may be circumstances that might be considered unfair dismissal. Correct employment law procedures, such as giving appropriate warnings, may also need to be followed. However, you may find that the director is willing to agree to settlement (he or she agrees not to pursue the company in return for a payment).

The draft minutes and notices provided here are, of course, as required by the Companies Act 2006. This set of documents does not include the text of your proposed resolution, but instead allows you to insert it. The text is written in plain English, in layouts accepted as standard. The wording can be added to or edited easily.

The included documents are:

1. Minutes of meeting of the directors
2. Notice of General Meeting
3. Minutes of General Meeting
4. Proxy voting form

The documents you buy in this set:

• are suitable for removal of both shareholder and employee directors
• provide special notice as to how to call a meeting
• contain modern provisions in plain English
• allow you to construct your minutes and resolutions to suit your exact requirements
• are full of practical and commercial help and suggestions
• save your time and worry as you make your way through each in turn

Other documents you might need

You may also need a template letter to discuss termination with the director, and a settlement agreement to settle any actual or potential dispute as to financial terms of leaving.