United Kingdom · corporate

How to Remove a Director Without Their Consent in the UK

When a rogue or uncooperative director threatens your company, UK company law gives shareholders the absolute statutory right to remove them by ordinary resolution. However, strict procedural rules apply, and cutting corners can trigger personal liability, employment claims, or an unfair prejudice petition. Here is how to execute a lawful removal and safeguard your business.

The Statutory Removal Power Under UK Law

In the United Kingdom, section 168 of the Companies Act 2006 provides a statutory mechanism allowing shareholders to remove a director before the expiration of their period of office by ordinary resolution (more than 50% of votes cast). This statutory right overrides anything to the contrary in the company's articles of association or any director service agreement.

Exercising section 168 requires strict procedural compliance. Under section 312 of the Companies Act 2006, shareholders must give the company 'special notice' of at least 28 clear days of their intention to move the resolution. Once the company receives this notice, it must immediately send a copy to the director in question under section 169. The director is legally entitled to make written representations of reasonable length and to be heard orally at the general meeting.

Failing to observe these notice and representation periods invalidates the resolution. If the board refuses to call the meeting upon receiving special notice, shareholders holding at least 5% of the paid-up voting share capital can requisition a general meeting pursuant to section 303 of the Companies Act 2006.

Hidden Traps: Weighted Voting, Employment, and Unfair Prejudice

Before issuing notice, you must review your Articles of Association and any Shareholders' Agreement. A major obstacle is a 'Bushell v Faith' clause (originating from the House of Lords decision in Bushell v Faith [1970] AC 1099), where the articles grant the director weighted voting rights specifically on a resolution for their removal. If valid, such a clause can mathematically defeat an ordinary resolution.

Removing someone as an officeholder (director) does not automatically terminate their employment contract if they are also an employee. Section 168(5) expressly preserves a removed director's right to claim compensation or damages for breach of contract, wrongful dismissal, or unfair dismissal under the Employment Rights Act 1996. You must address the corporate removal and the employment termination as distinct legal matters.

If your business operates as a 'quasi-partnership'—typically where mutual trust, confidence, and participation in management were fundamental to the company's formation (Ebrahimi v Westbourne Galleries Ltd [1973] AC 360)—excluding a shareholder-director from management can provoke a petition for unfair prejudice under section 994 of the Companies Act 2006. In that event, the court can order the remaining shareholders to buy out the removed director's shares at fair value without a minority discount.

Protecting Company Assets and Securing Your Position

While procedural machinery is running, a hostile director with bank mandates, administrative passwords, and client access can inflict severe reputational and commercial damage. You should audit corporate governance controls immediately. If the director has committed gross misconduct or a demonstrable breach of statutory general duties (sections 171 to 177 of the Companies Act 2006), the board may have grounds to suspend executive duties or revoke operational access pending the vote, subject to their service agreement.

Once the ordinary resolution passes at the general meeting, you must submit Form TM01 ('Terminate an appointment of a director') to Companies House within 14 days under section 167 of the Companies Act 2006, and update the company's statutory register of directors.

Navigating this process without missteps requires careful record-keeping and clear documentation. You can use Caunsel to research your legal obligations, organise your company filings and correspondence into an actionable case, or connect directly with an independent commercial solicitor to review your articles and drafted notices.

Steps

• Inspect the company's Articles of Association and Shareholders' Agreement for weighted voting clauses (Bushell v Faith provisions), board appointment rights, or bespoke removal mechanisms.
• Serve written 'special notice' of the intention to move a resolution to remove the director under section 168/312 of the Companies Act 2006 at least 28 clear days before the proposed general meeting.
• Ensure the company promptly sends a copy of the notice to the target director and circulates any written representations they make to all voting shareholders under section 169.
• Hold the general meeting, allow the director to make oral representations if present, and conduct the vote on the ordinary resolution requiring a simple majority (>50%).
• File Form TM01 at Companies House within 14 days of removal and update the company's internal statutory register of directors.

Common mistakes

• Failing to give the mandatory 28-day special notice under section 312 of the Companies Act 2006, which renders the removal resolution legally invalid.
• Assuming board directors can vote to remove a fellow director when the Articles of Association do not explicitly grant the board that power.
• Overlooking employment rights: terminating directorship without addressing their service agreement risks expensive claims for wrongful and unfair dismissal under section 168(5).
• Triggering an unfair prejudice petition under section 994 by locking out a founder-shareholder in a quasi-partnership company without a clear legal exit strategy.

Questions people ask

Can the board of directors vote to fire a fellow director in the UK?

Generally, no, unless the company's Articles of Association contain a specific provision granting the board that power (such as standard disqualification or bankruptcy triggers under Model Articles). Absent such a clause, only the shareholders can remove a director against their will using section 168 of the Companies Act 2006.

What happens to the removed director's shares?

Removing someone as a director does not strip them of their shareholding. Unless your Articles of Association or Shareholders' Agreement contain 'bad leaver' or mandatory transfer provisions requiring them to sell their shares upon leaving, they will remain a shareholder entitled to dividends and shareholder voting rights.

Can a director block their own removal if they hold shares?

A director who is also a shareholder can vote their shares against the resolution. If they own 50% or more of the voting shares, or benefit from an enforceable weighted voting clause under Bushell v Faith, they can defeat the ordinary resolution unless an alternative remedy (such as a derivative claim or court intervention) is pursued.

General information only, last updated 2026-10-20. Caunsel is not a law firm and does not practise law. AI answers and this guide are not legal advice. Verify filings, deadlines, and statutes with a licensed lawyer in United Kingdom.