Removing a director under section 168

Section 168 of the Companies Act 2006 lets shareholders remove any director before the end of their term by an ordinary resolution passed at a general meeting, whatever the director’s contract says. Special notice of the resolution must reach the company at least 28 clear days before the meeting, the director has a right to be heard and to circulate written representations, and the removal cannot be done by written resolution. Removal ends the office but does not cancel compensation or damages the director may be owed.

What does section 168 actually allow?

Section 168(1) says a company may by ordinary resolution at a meeting remove a director before the expiration of their period of office, “notwithstanding anything in any agreement between it and him”. An ordinary resolution is passed by a simple majority (section 282). The power belongs to the shareholders in general meeting, not to the board.

Section 168(5)(b) preserves any other power to remove a director. A company’s articles or a shareholders’ agreement may, for example, let the board or a majority holder remove a director by written notice. Those routes depend on the drafting and are outside section 168, so the special notice procedure below does not apply to them. Section 168 is the statutory route that is always available.

If the vacancy is not filled at the same meeting, it can be filled later as a casual vacancy (section 168(3)). Special notice is also needed for a resolution to appoint someone in place of the removed director at that meeting (section 168(2)).

Why can’t shareholders just sign a written resolution?

Private companies can pass most resolutions in writing, but section 288(2)(a) expressly excludes a resolution under section 168 removing a director before the end of their period of office. The director’s statutory right to speak at the meeting would otherwise be lost. A meeting must therefore be held, although it can be called on short notice if enough members agree. For a private company, section 307 requires a majority in number of members holding at least 90% of the voting shares, or a higher figure up to 95% if the articles say so.

How does the special notice procedure work?

A member gives special notice to the company. Notice of the intention to move the resolution must be given to the company at least 28 days before the meeting (section 312(1)). Under section 360 this is counted in clear days, excluding both the day notice is given and the day of the meeting.
The company sends a copy to the director “forthwith” (section 169(1)).
The company tells the members. Where practicable it gives notice of the resolution at the same time and in the same way as the notice of the meeting. If that is not practicable, it gives at least 14 days’ notice by newspaper advertisement or another method allowed by the articles (section 312(2) and (3)).
The meeting is called on proper notice. A general meeting of a private company needs at least 14 days’ notice (section 307(1)), again in clear days.
The resolution is voted on and passes if a simple majority supports it.

Section 312(4) stops the board defeating the process with timing. If, after special notice is given, a meeting is called for a date 28 days or less after the notice, the special notice is treated as properly given.

What if the directors will not call a meeting?

A board that includes the director being removed may be reluctant to convene a meeting. Members holding at least 5% of the paid up voting capital can require the directors to call one (section 303). The directors must then call it within 21 days and for a date not more than 28 days after the notice convening it (section 304). If they fail, the requesting members, or those of them with more than half of their total voting rights, can call the meeting themselves for a date within three months, and the company must reimburse their reasonable expenses, which it can recover from the fees or remuneration of the directors in default (section 305).

What rights does the director have?

To be heard on the resolution at the meeting, whether or not they are a member (section 169(2)).
To make written representations of reasonable length and ask for them to be sent to members. Unless they arrive too late, the company must say in the notice of the resolution that representations have been made and send a copy to every member who receives notice of the meeting (section 169(3)).
To have them read out at the meeting if they were not circulated because they arrived too late or because of the company’s default (section 169(4)).

The court can relieve the company of circulating or reading out the representations if it is satisfied the rights are being abused, and can order the director to pay costs (section 169(5) and (6)).

What happens after the vote?

The director ceases to hold office when the resolution is passed. The company must notify Companies House within 14 days beginning with that day under section 167G, usually by filing TM01 online. Failing to notify is an offence by the company and every officer in default (section 167L).

Removal from office is not the end of the money question:

Section 168(5)(a) confirms the removed director keeps any right to compensation or damages for the termination of the directorship or of any appointment that ends with it, such as an employment contract. See directors’ service contracts.
A payment for loss of office needs shareholder approval under section 217, unless section 220 applies, for example a payment made in good faith to discharge an existing legal obligation or to settle a claim arising from the termination.
A director who is also a shareholder may petition the court under section 994 if the company’s affairs are being conducted in a manner unfairly prejudicial to their interests as a member.

Removal from the board does not by itself end the person’s shareholding. If they hold more than 25% of the shares or voting rights, they remain a person with significant control. See persons with significant control.

What does the timetable look like?

Illustration only. A shareholder with 60% of the votes wants to remove one of two directors, who refuses to resign. The other director agrees to call a meeting.

Step	Date
Special notice received by the company	2 November 2026
Copy of the special notice sent to the director	Immediately
Notice of the meeting and resolution sent to members, giving at least 14 clear days	Mid November 2026
Earliest meeting date allowing 28 clear days after special notice	1 December 2026
Deadline for notifying Companies House if passed on 1 December	14 December 2026

What are the common mistakes?

Using a written resolution. It is not valid for a section 168 removal.
Having the board “remove” a director under section 168. Only the members can pass the resolution, unless the articles give the board a separate power.
Miscounting the 28 days. Clear days apply, so the day of receipt and the meeting day do not count.
Forgetting the employment side. Removal as a director does not by itself deal with an employment contract or its notice and compensation terms.
Overlooking the director’s statement. Failing to circulate representations received in time can leave the process open to challenge.

Directors who choose to leave rather than be removed should read resigning as a company director; for the general duties a director owes while in office, see directors’ duties under the Companies Act.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.