Ordinary resolution to remove a director from office

You have followed the procedure to remove a director from office. Our model shows you how to record that decision.

Removal procedure

Unless the articles state otherwise, shareholders can remove a director from office by ordinary resolution. However, the correct procedure must be followed to ensure that the director has a chance to make representations to the shareholders if they wish before the vote is taken. See our Removing a Director Checklist for an overview of the procedure, and our model Special Notice for the Removal of a Director for how to start the process.

Resolution

The Companies Act 2006 calls for a shareholder ordinary resolution for this situation. Note that, unlike most other resolutions, a written resolution cannot be used instead. Therefore, our model sets out the form for recording a resolution made at a meeting.

If the director in question is also a shareholder, they will still be able to vote on the resolution. As a shareholder, they are entitled to vote in their own interests and do not have to put the company first. Check the company’s articles in case they give the director being removed enhanced voting rights on the resolution (a so-called “Bushell v Faith clause”, after the leading case). This sort of provision is sometimes found in the articles of family-run companies to prevent personal disputes getting in the way of management.