How to remove a director under the Companies Act 2006?
Asked by: Shaun Mante | Last update: June 23, 2026Score: 4.7/5 (18 votes)
A director can be removed under the Companies Act 2006 by an ordinary resolution (over 50% majority) passed by shareholders at a general meeting, as per Section 168. This requires a special 28-day notice to the company and gives the director a right to protest and speak, while protecting them against unfair dismissal claims.
How do you remove a director from the Companies Act 2006?
Under Section 168 of the Companies Act 2006, shareholders can pass an ordinary resolution to remove a director, even if the director does not agree. How much notice is needed to remove a director? Shareholders must give at least 28 clear days' special notice before the resolution is voted on at a meeting.
On what grounds can a director be removed?
The Companies Act, 2013, allows shareholders to initiate the removal of a director by passing an ordinary resolution in a Board Meeting or general meeting and also grants the National Company Law Tribunal (NCLT) the power to remove directors in cases of misconduct, breach of trust, or negligence under Section 242.
How do you remove a director from a company corporations act?
Members (shareholders) can remove a director by resolution (s 203D (1)). This is despite anything in the company's constitution, an agreement between the company and the director or an agreement between any or all members of the company and the director.
How do I kick a director out of a company?
The statutory procedure allows any director to be removed by ordinary resolution of the shareholders in general meetings (i.e., the holders of more than 50% of the voting shares must agree). This right of removal by the shareholders cannot be excluded by the Articles or by any agreement.
Appointing and removing a company director
What are the requirements to remove a director?
An order of the court confirming the resolution of the board or removing the director from office if the court is satisfied that the director is ineligible or disqualified, incapacitated, or has been negligent or derelict.
How quickly can you remove a director from a company?
General Meeting
Following any representations from the director at the meeting, the ordinary resolution should be passed and a signed written record should be maintained to confirm that the resolution has been passed. This will implement the removal of the director with immediate effect.
Can a company director be removed without his consent?
Yes. Under Section 168 of the Companies Act 2006, a company can remove a director without their consent by passing an ordinary resolution at a shareholder meeting. However, proper procedure must be followed, including giving special notice and allowing the director the right to be heard.
Who holds a board of directors accountable?
A board of directors is primarily held accountable by shareholders (for-profit) or members/the public (nonprofit) through the election process. They are also held legally accountable by regulators and the courts, and they hold themselves accountable through fiduciary duties and board governance policies.
How much does it cost to remove a director from a company?
We file director changes with Companies House for just £10.99 per filing. Whether you need to appoint a new director, remove an existing one, or update personal details, we handle the paperwork.
What forms are filed for removal of director?
Form DIR-12 has to be filed within 30 days of the resignation of the director. In order to remove a director from a Company, the directors shall conduct a meeting of members for their consent after serving special notice in this regard and pass ordinary resolution.
Can a director walk away from a company?
Directors can end their directorship and responsibilities to a company by resigning, provided there is at least one actively appointed director remaining at the company. If the company later faces insolvency or legal issues, your actions as a director can be investigated.
Who has the most power in a board of directors?
The Chair of the Board (COB) holds the most power within a board of directors, acting as the highest-ranking leader who guides directors, sets the agenda, and liaises between the board and executive management. While the full board holds collective authority, the Chair exerts the most influence over strategic decisions and company oversight.
What is the procedure for removing a director?
Removing a company director generally requires a shareholder vote via an ordinary resolution (simple majority) following a "special notice" of at least 28 days. The procedure involves notifying the director, allowing them to make written or oral representations, and filing the removal with the relevant company registrar within 14 days.
What is Section 168 of the Companies Act 2006 ca06?
Under s. 168, a company may, by ordinary resolution at a meeting, remove a director before the expiration of their period of office. The formalities under s. 168 cannot be excluded under a company's articles therefore it is imperative that the correct steps are taken.
Can a director challenge his removal?
The director is a shareholder of your company - If the director is also a shareholder, they can use the provisions of Section 994 of the Companies Act to challenge the decision to remove them.
What are the three legal duties of a board of directors?
The three primary legal duties of a board of directors—often referred to as fiduciary duties—are the duty of care, the duty of loyalty, and the duty of obedience. These duties apply to both for-profit and nonprofit boards, ensuring they act in the best interests of the organization.
Can a CEO be fired by the board of directors?
The Board has the right and the responsibility to fire the CEO if they believe it is in the best interests of the company. If the shareholders don't like the decision, they can call a special meeting of the shareholders to fire the Board and appoint new Directors. The new Board may re-hire the recently fired CEO.
Can a board of director get fired?
The board of directors duties ranges from providing financial oversight to determining the best way to handle organizational resources. Boards are elected to represent shareholders and are thus tasked with a number of duties related to the success of the organization.
How do you remove a director under the Companies Act 2006?
For companies that do not have such powers enshrined in their articles of association, the Companies Act 2006 provides a statutory procedure to allow the shareholders agreement to remove a director by passing an ordinary resolution (i.e. anything over 50%) at a general meeting of the company.
How do I overthrow a board of directors?
Code § 7222(a)) If the association has 50 or more members, removal is approved by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, with the affirmative votes also constituting a majority of the required quorum.
Can a director still be liable after resignation?
A director's liability does not come to an immediate halt upon resignation. While they are no longer responsible for the company's ongoing operations, they can remain liable for certain past actions and obligations.
How to get a director removed?
Removing a director typically involves shareholders passing an ordinary resolution (>50% vote) at a general meeting, often requiring 28 days' special notice, followed by filing Form TM01 with Companies House within 14 days. The director must be allowed to defend themselves, and the company's Articles of Association must be checked for specific procedures.
How much money can a director take out of a company?
If you are the sole director and shareholder of a company, it's really up to you how much you pay yourself as a director's salary. Whilst it is more tax-efficient to take a lower salary topped up with dividends, you can take whatever salary you like – provided the company has enough money in its bank account.
What is Section 177 and 182 of the Companies Act 2006?
Section 177 applies to transactions before they are entered into—directors must disclose their interest in advance. Section 182 applies to existing transactions—if a director acquires an interest after the fact, they must disclose it as soon as possible.