Removal of a Company Director

25th January 2013
Removal of a Company Director image

Removal of a Company Director

A director’s role in the company is to promote the success and enhance the efficiency of the company, as well as ensuring that the day to day business is conducted within the laws of the land.  It is obviously therefore important that a director does not under perform or fail to perform his role or else the performance of the company may suffer.  In such circumstances there may be a need to remove the director.  How can this be done?

1.         Resolution to remove a director

A director may be removed from office by an ordinary resolution of the shareholders passed at a general meeting of the company.

The shareholder proposing the removal must give 28 clear days notice to the company that he wishes for the director to be removed.  This notice must be sent to the director to be removed to give him the opportunity to make written representations to the other shareholders.

Notice to convene a meeting must then be sent out along with the director’s written representations.  At the meeting the director can also make further representations as well as have his written representations read out.

A majority vote in favour of the resolution to remove the director must obtained (i.e. 51% of the shareholdings).

It should be noted that there may be difficulties with following this procedures as follows:-

(i)        The directors may not be willing to co-operate, and refuse to convene a general meeting.  This would force the shareholders to do so, provided the shareholders have at least 5% of the shares.

(ii)       If the director in question is also a shareholder, which is often the case in small businesses, he may have sufficient voting power to block the resolution (i.e. if he has 50% or more of the shares, or in combination with other shareholders who support him).

(iii)      Even if the director is a minority shareholder, the company’s Articles of Association (“the Articles”) may give him enhanced voting rights in such circumstances.

(b)       In accordance with the Articles

In certain circumstances as prescribed in the Articles, a director can “automatically” lose his office such as bankruptcy, mental incapacity or retirement.  Other provisions in the Articles may state that a person ceases to be a director if without the permission of the other directors he is absent from directors’ meetings for six consecutive months and the other directors resolve that his office is vacated or if he is removed from office by a notice to him signed by and on behalf of all the other directors.

(c)       Disqualification

The Court has the power to disqualify someone from holding the office of a director for a period of time, for example if a director has been guilty of general misconduct in the running of a company or because he has personally failed to comply with the filing requirements of the company.


There may be certain consequences if a director is removed from office that need to be addressed.

Firstly what if the director is also a shareholder?  Unless there is a “buy back” clause in the shareholders’ agreement or in the Articles then removing him as a director will not stop him from being a shareholder.  It is therefore often appropriate to do a deal with the director for him to sell his shares.

Secondly the director, if a minority shareholder, can apply to the Court to claim that he has been “unfairly prejudiced”.  If this is found to be the case by the Court it may order the director sells his shares at a value set by the Court or alternatively the Court may order other remedies. 

Thirdly the director may also have a service contract and be an employee.  Removing the director from his office does not end his employment contract, and he will either be entitled to continue to be paid under his service contract or he will have to be dismissed.  This may lead to a claim for compensation for unfair dismissal or wrongful dismissal.

Hence it can be difficult to remove a director in the first place, and even if the company manage it then there may still be issues to be resolved relating to the director’s shares and employment contract.

For advice, whether you are a company wanting to remove a director, or a director facing removal, then please contact either Daven Naghen on 01775 722261 or email or contact Gemma Mayer on 01775 722261 or email or contact James Turner on 01775 722261 or email

Maples supporting Macmillan Coffee Morning image

Maples supporting Macmillan Coffee Morning

On 29th September 2017 Maples Solicitors LLP will be hosting a coffee morning as part of Macmillan’s “World’s Biggest Coffee Morning”.

Tea, coffee and cakes will be served from 10:00am until 1:00pm and all donations received will go to Macmillan Cancer Support to assist them with providing medical, emotional, practical and financial support to those facing cancer and their families.

At the same time, Maples will also be running a free Wills, Lasting Powers of Attorney and Probate clinic so that whilst you are in the office you may take the opportunity to discuss any of these with one of the Private Client Team with no obligation to commit. You can use the time to raise any questions you may have about making a Will, who you could appoint as Executors, whether you need a Power of Attorney or how a Power of Attorney works, for example.

Maples hope to see their existing clients join them for the coffee morning and very much look forward to meeting new people- everyone is welcome!

If you would like to discuss any matters in relation to Wills, Lasting Powers of Attorney or any Probate related matters prior to the coffee morning then please contact one of the lawyers in our private client team:-

Jane Mawer-
Jamie Dobbs-
Faye Blair-

Or telephone the office on 01775 722261 and ask to speak with one of the team.

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Gemma Mayer LLB

"I would highly recommend Maples Solicitors, especially Gemma Mayer, for any conveyancing work. The level of support and professionalism was excellent at all times. I also felt if I needed to ask or clarify anything that it was not an issue. Buying and selling a house is stressful enough, but Gemma helped me through it step by step."

Anita Toal LLB BA

"I think you are brilliant. You can use my comments above. You are efficient, friendly and quite clearly very good at what you do. Mainly you don’t leave people hanging around too long for." "So easy to talk to her and she understood what I wanted. She put me at ease and I cant thank her enough"

Daven Naghen LLB

"I felt the service I got from Maples was excellent and was very honest all through the process. I would recommend Maples as a first class Solicitors group"

Faye Blair LLB

Faye was excellent, sensitive and acted very well to the time constraints we faced. Great service and dealt with compassion at such sad times made the process less painful very professional.

Jamie Dobbs ACILEx

Over the last forty years I have cause to deal with many law firms both in a personal and professional capacity, including some ‘top’ London Companies. In all of those dealings I have never found anyone as proactive and so willing to offer help and advice as Jamie Dobbs. During the last two years Jamie guided my parents through the completion of Lasting Powers of Attorney. Helped myself with the use of the LPA and recently dealing with Probate and Estate Administration following their death.

Mike Pepper MA

This is the second time we have used Mike Pepper at Maples Solicitors in the sale of our house. We cannot praise Mike enough for the highly efficient and professional service that he has provided us with. He is by far the best solicitor we have ever worked with, and the service that he has provided us with has gone far and beyond anything we have ever experienced. We have found the whole process to be a very relaxing experience.

Claire Smith FCILEx

Claire Smith has been amazing in every way. I highly recommend her and I am so grateful for all her help. She’s professional on all levels, reliable, extremely organised and I will be recommending her to everyone. I’m very lucky to have had her representing me and I can’t thank her enough. She is an asset to Maples. Thanks so much Claire!

Anita Zaborniak

We found it a pleasure to deal with Anita Zaborniak, she was most helpful and informative and kept us up to date with the progress of the purchase of our new home. If we were to move again we wouldn’t hesitate to use Maples again.