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There are two reasons where a company will remove a director from office:
If a director wishes to resign from a company, they must submit the form AP01 to Companies House. This form may be downloaded from the ‘forms & banking’ section of our site.
If the company does not have more than one director, a new director should be appointed. To do this, the director is required to complete the form TM01 (available from the ‘forms and banking’ section on this site) and send it to Companies House for filing. The form will need to be countersigned by the outgoing director or the secretary.
The above procedure can also be followed where the company secretary has resigned.
Removal of a director must be conducted in accordance with the Companies Act
A company may remove a director by ordinary resolution (a simple majority of the shareholders) before the expiration of this period of office, notwithstanding any provision to the contrary in the Articles of the company and notwithstanding any term of his contract.
The removal of a director must be following special notice (28 days), having been given to the company of the proposed resolution.
Once the Special Notice period (28 days) has expired, the company must then send a copy of the resolution to the director concerned. The director has the right to address the shareholders and other directors at the General Meeting, which has been arranged to discuss the proposal to remove them from office. The director may also address the shareholders in writing.
Once the removal process has been completed, a copy of the resolution and TM01 form (termination of director from office) should be sent to Companies House.
Disclaimer: As we are not solicitors, we are unable to provide firm advice regarding the removal of a director from office and can only outline the provisions set out in the Companies Act 1985. We strongly recommend that you consult the advice of a solicitor who can assess your company's individual situation and provide you with the best solution.