Removal of a director by members (UK)
Under Companies Act 2006 section 168, members may remove a director before their term expires by an ordinary resolution at a meeting, despite an agreement with the director. Special notice is required and section 169 gives the director procedural rights, including a right to be heard. Removal from office does not itself extinguish any valid compensation or damages claim for breach of contract. Other removal powers may exist; the company’s circumstances and the applicable law must be checked.
Worked example
Members propose to remove a director before the end of their term. They give the statutory special notice, follow the director’s procedural rights and pass an ordinary resolution at a meeting. A separate assessment considers any contractual damages.
Common mistake
Confusing special notice with a special resolution, or assuming that valid removal eliminates a separate compensation claim.
Where it appears in your exams
| Qualification | Exam | Relationship | Period |
|---|---|---|---|
| ACCA | LW (ENG) | Direct | September 2026–June 2027 |