TRW & Co · Company law and governance
How to Remove a Director from a UK Company
Shareholders can remove a director of a UK company by ordinary resolution at a general meeting under section 168 of the Companies Act 2006, after giving 28 days' special notice. The articles or a shareholder agreement may offer a faster route, but removal does not end employment or shareholder rights, which is where most of the risk lies.
Key pointA section 168 removal cannot be passed as a written resolution and cannot be blocked by contract, but the director keeps any claim for compensation, so the real cost of removal is usually in employment and unfair prejudice claims.
At a glance
Ordinary resolution
Section 168 lets shareholders remove a director by simple majority at a meeting, whatever the articles or service contract say, but not by written resolution.
28 days special notice
Special notice of the resolution must reach the company at least 28 days before the meeting, and a copy must be sent to the director at once.
Right to be heard
The director may make written representations for circulation to members and is entitled to speak at the meeting on the removal resolution.
Notify within 14 days
The company must notify Companies House within 14 days of a person ceasing to be a director, under section 167G, using form TM01 or online.
Employment exposure
Removal does not end employment; from 1 January 2027 the unfair dismissal qualifying period falls to six months and the compensatory award cap is removed.
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The short answer: how to remove a director
Shareholders can remove a director of a UK company by ordinary resolution, a simple majority, passed at a general meeting under section 168 of the Companies Act 2006. To remove a director this way, special notice must be given to the company at least 28 days before the meeting, the director has the right to make written representations and to speak at the meeting, and the resolution cannot be passed as a written resolution. Once removed, the company must notify Companies House within 14 days.
Section 168 applies whatever the articles or the director's service contract say. But it is not the only route. The articles or a shareholder agreement may allow removal by board decision or by written notice from a majority shareholder, which is quicker. And removal from the board does not end the director's employment, their shareholding or their potential claims, which is where most of the cost and risk lies.
This guide sets out each route, the step-by-step process and the employment and shareholder consequences, as of October 2026.
The legal framework
Section 168: the statutory right
Under section 168, a company may by ordinary resolution at a meeting remove a director from office before the end of their period of office, notwithstanding anything in any agreement between the company and the director. This right cannot be taken away by the articles or a contract. But section 168(5) preserves the director's right to compensation or damages for the termination of their appointment and any linked employment.
The resolution must be passed at a meeting: section 288 specifically excludes a section 168 removal from the written resolution procedure. That protects the director's right to be heard.
Special notice and the right to protest
Special notice of the resolution must be given to the company at least 28 days before the meeting under section 312. The company must, where practicable, give members notice of the resolution with the meeting notice. Under section 169, the company must send a copy of the special notice to the director at once. The director may make written representations of reasonable length, which the company must circulate to members if received in time, and is entitled to be heard at the meeting.
Other routes in the constitution
Section 168 does not prevent other removal powers. Bespoke articles often allow the board to dismiss a fellow director, permit a majority shareholder to do so by written notice, or give investors the right to remove their nominee directors. The model articles do not contain a board removal power; article 18 lists only automatic terminations such as disqualification, bankruptcy, specified medical incapacity and resignation. Check our guide to articles of association for the provisions to look for.
Routes to remove a director compared
| Route | Who decides | Speed | Key requirements |
|---|---|---|---|
| Section 168 ordinary resolution | Shareholders by simple majority at a meeting | At least 28 days from special notice | Special notice; director's right to be heard; no written resolution |
| Removal power in the articles | Board, majority shareholder or class of shareholders, as drafted | Often immediate on notice | Strict compliance with the article's wording |
| Shareholder agreement right | Appointing shareholder, usually for nominee directors | Usually immediate on notice | Agreement terms; supported by articles or voting undertakings |
| Automatic termination | Operation of the articles or law | Immediate on the event | For example disqualification, bankruptcy or qualifying medical opinion |
| Negotiated resignation | Director, by agreement | Fast | Usually a settlement agreement covering board and employment roles |
In practice many boards aim for a negotiated resignation, using the section 168 route as the fallback that makes negotiation realistic.
Step by step: removing a director under section 168
Under the statutory route, the steps are:
- Take advice and plan. Review the articles, shareholder agreement and the director's service contract, and assess employment and dispute risk before taking any step.
- Give special notice. A shareholder gives the company written notice of the intention to move the resolution at least 28 days before the meeting.
- Notify the director. The company immediately sends the director a copy of the special notice.
- Call the general meeting. The board calls the meeting with the usual notice, including the resolution. If the board will not act, shareholders holding at least 5% of the paid-up voting capital can require a meeting under section 303; the directors must then call it within 21 days, for a date not more than 28 days after the notice.
- Circulate representations. If the director sends written representations in time, state that in the notice and send them to members; otherwise the director can require them to be read at the meeting.
- Hold the meeting. The director may attend and speak. The resolution passes by a simple majority of votes cast.
- Notify Companies House. Under section 167G, notify the registrar within 14 days, using form TM01 or the online service.
- Deal with the consequences. Address the employment relationship, bank mandates, signing authorities, company property, access to systems and any shares the director holds.
Shareholders who want to remove a director should keep board and employment decisions separate and documented. Removing someone as a director does not dismiss them as an employee, and dismissing them as an employee does not automatically remove them from the board. Run both processes properly, in the right order, with advice on each.
Preparing the ground: reasons, evidence and timing
Shareholders do not need to give a reason for a section 168 removal, and the resolution is valid even if the director has done nothing wrong. But reasons matter for everything that follows. Employment claims, unfair prejudice petitions and any later dispute over a share buyback will all turn on why the company acted and how it went about it.
Before giving special notice, the company and the shareholders behind the removal should:
- Gather the facts. Assemble board minutes, performance records, correspondence and any evidence of misconduct or breach of duty, and keep it confidential.
- Consider suspension or garden leave. If the director is also an employee, the service contract may allow suspension or garden leave while the process runs, limiting access to systems and clients.
- Protect company property. Plan for the return of devices, documents and passwords, and for changes to bank mandates and signing authorities on the day the removal takes effect.
- Check the share position. If the director holds shares, consider whether leaver provisions in the articles or shareholder agreement will be triggered and at what price.
- Prepare communications. Agree what will be said to staff, customers, lenders and regulators, particularly in FCA-regulated businesses where senior manager changes have their own notification rules.
Timing also matters. Running a removal during a funding round, a sale process or a regulatory investigation can disrupt the transaction and give the director leverage. A short delay to agree an orderly exit is often cheaper than a contested removal.
Employment law consequences
Many executive directors are also employees with a service contract. Where the director being removed is an employee, consider:
- Contractual notice and wrongful dismissal. If the service contract requires notice and the company does not give it or pay in lieu, the director may claim damages. Service contracts longer than two years that cannot be terminated by the company on notice need shareholder approval, and if not approved are terminable on reasonable notice.
- Unfair dismissal. An employee with the qualifying period of service can claim unfair dismissal. The Employment Rights Act 2025 reduces the qualifying period from two years to six months and removes the cap on the compensatory award with effect from 1 January 2027. See our guide to unfair dismissal.
- Automatic loss of office clauses. Many service contracts say employment ends if the person ceases to be a director. Removal under section 168 may therefore trigger contractual consequences on both sides.
- Discrimination and whistleblowing. These claims need no qualifying service. A director who has raised concerns about wrongdoing before removal may claim whistleblowing detriment or dismissal.
A settlement agreement covering resignation from office, termination of employment, any share buyback and a waiver of claims is often the most efficient outcome. Our senior executive employment team advises companies and directors on these exits.
Shareholder agreements and minority protection
A shareholder agreement may give a shareholder the right to appoint and dismiss a nominee director, require investor consent before any director is removed, or oblige all shareholders to vote in a particular way. Shareholders who vote for removal in breach of such an agreement may face an injunction or damages, even though the company's statutory power is unaffected. Our guide to shareholder agreements explains these clauses.
Weighted voting
Articles can give a director-shareholder weighted votes on a resolution to remove them. In Bushell v Faith [1970] AC 1099, the House of Lords upheld such a clause, which can make removal under section 168 impossible in practice. Check for weighted voting rights before planning a removal.
Unfair prejudice and quasi-partnerships
In smaller companies run like partnerships, where the shareholders expected to participate in management, removing a director-shareholder can be unfairly prejudicial conduct. Under section 994, a member can petition the court, which most commonly orders the majority to buy the minority's shares at a fair value. The House of Lords' decision in Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 remains the foundation for this analysis. Our shareholder disputes team acts on both sides of these cases.
An illustrative scenario
This scenario is illustrative only; the parties are generic.
Three founders own a London software company equally, and each is a director and employee. Two of them want the third founder off the board after a breakdown in their working relationship. The articles are the unamended model articles and there is no shareholder agreement.
Together the two hold two-thirds of the votes, so they can pass an ordinary resolution under section 168 after giving special notice. But the company has the hallmarks of a quasi-partnership, and removal would exclude the third founder from management while leaving them a one-third shareholder. The likely response is an unfair prejudice petition seeking a buyout, alongside employment claims. Advised early, the two founders negotiate a package: resignation, a share buyback at an agreed valuation and a settlement agreement covering employment claims.
Risks and common mistakes
Using a written resolution
Private companies routinely pass resolutions in writing, but a resolution under section 168 to remove a director cannot be passed that way. A written resolution purporting to effect a statutory removal is ineffective, and the director remains in office. If speed matters and the articles contain a removal-by-notice power, use that power instead; otherwise call a meeting and give special notice.
Board acting without a removal power
Under the model articles, the board has no power to remove a fellow director. A board resolution "removing" a director, or simply excluding them from meetings, has no effect on their office and may itself be a breach of duty. Directors who are excluded keep their rights and duties, including the right to information. Check whether bespoke articles give the board an express power before relying on one.
Ignoring service contract and employment claims
Removal is a corporate act, but the cost usually sits in employment and contract claims. Failing to give contractual notice, mishandling a dismissal process or removing someone shortly after a protected disclosure can lead to claims for damages or tribunal compensation. With the unfair dismissal reforms taking effect from January 2027, budget for exit costs and consider a settlement before acting.
Leaving the company without a valid board
Every private company must have at least one director who is a natural person. If removal leaves too few directors to reach a quorum, the remaining board may only be able to appoint new directors or call a general meeting. Under the identity verification regime, any replacement director must have verified their identity before the appointment can be notified to Companies House. Line up replacements first.
Overseas directors and groups
The same rules apply when the director lives abroad, but the logistics differ: notices must reach them in the way the articles allow, and their representations must be circulated in time. For UK subsidiaries of groups from Bangladesh, the Gulf or Asia, the parent is usually the sole shareholder and can remove a director by holding a short general meeting after special notice, or by written notice where the articles permit. Group articles should include that notice power. Directors' continuing obligations after removal, such as confidentiality, are covered in our guide to directors’ duties.
Checklist and next steps
- Check the articles and any shareholder agreement for removal powers, consents and weighted voting.
- Review the service contract: notice, loss of office clause and any long-term contract approval.
- Assess employment, whistleblowing and unfair prejudice risk before acting.
- Give special notice at least 28 days before the meeting and send it to the director.
- Hold the meeting, let the director speak and pass the ordinary resolution.
- Notify Companies House within 14 days and update bank mandates and authorities.
Our corporate governance solicitors can help you remove a director lawfully, or defend a director facing removal. Contact our London office for advice.
Frequently asked questions
01Can shareholders remove a director without their consent?
Yes. Under section 168 of the Companies Act 2006, shareholders can remove a director by ordinary resolution at a general meeting, regardless of anything in the articles or the director's service contract. Special notice must be given 28 days before the meeting, and the director may make written representations and speak at the meeting. The director cannot veto removal, though weighted voting rights in the articles can make it difficult in practice, and the director keeps any claim for compensation.
02Can the board remove a director?
Only if the articles give the board that power. The model articles for private companies do not allow directors to remove a fellow director; they provide only for automatic termination in specific cases, such as disqualification, bankruptcy or resignation. Many bespoke articles add a board removal power or allow a majority shareholder to remove a director by written notice. Without such a provision, removal requires a shareholder resolution under section 168.
03Can a director be removed by written resolution?
Not under section 168. Section 288 of the Companies Act 2006 excludes a resolution removing a director under section 168 from the written resolution procedure, so a general meeting must be held. If the articles contain a separate power for shareholders to remove a director by written notice, that power can be used without a meeting, but its wording must be followed exactly.
04Does removing a director end their employment?
No. Directorship and employment are separate legal relationships. Removing someone from the board does not dismiss them as an employee, although many service contracts provide that employment ends if the person stops being a director. The company must still deal with contractual notice and any unfair dismissal, discrimination or whistleblowing risk. Most companies address both roles together in a settlement agreement.
05How long does it take to remove a director?
Under section 168, at least 28 days, because special notice must be given to the company 28 days before the meeting. If the board will not call a meeting, shareholders with at least 5% of the paid-up voting capital can require one; the directors must call it within 21 days, for a date not more than 28 days after the notice. A removal power in the articles or a negotiated resignation can be much faster.
06What must be filed at Companies House after removal?
The company must notify the registrar within 14 days of the date the person ceased to be a director, under section 167G of the Companies Act 2006, using form TM01 or the online filing service. If the company appoints a replacement, it must also notify that appointment, including a statement that the new director's identity has been verified, and update any PSC information if the removed director was also a person with significant control.
Sources and official materials
- Companies Act 2006, section 168 — Removal of directors by ordinary resolution
- Companies Act 2006, section 169 — Director's right to protest against removal
- Companies Act 2006, section 312 — Resolutions requiring special notice
- Companies Act 2006, section 167G — Notifying Companies House of a change in directors
- Companies House: Terminate an appointment of a director (TM01) — Filing a director's termination
- Companies Act 2006, section 994 — Unfair prejudice petitions
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.