Skip to main content
Find your template →
Menu

Removing a Company Director UK: Process & Rules

We're not a law firm — we help you find the right legal support. For advice on your situation, speak to a legal adviser or find a solicitor.

Part ofCorporate Legal Documents UK

Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Removing a director is one of the more sensitive decisions a company can face. Directors hold real power over how a business runs, so the law sets a clear path for parting ways with one, whether the reason is poor conduct, a breakdown in the boardroom, or a shift in company direction. Getting the process wrong can lead to unfair dismissal claims, disputes with shareholders, or problems at Companies House. This guide walks through the grounds for removal, the statutory route under the Companies Act 2006, the notice and meeting requirements, what happens to the director's service contract, and how to appoint a replacement. It is written for shareholders, fellow directors, and company secretaries who want to understand what is involved before taking action.

Overview

Removing a director means formally ending a person's appointment as a company director and updating the statutory registers and Companies House records to reflect that change. It is distinct from ending their employment, which is governed by their service contract and employment law, and distinct from disqualification, which is a court-imposed ban on acting as a director.

The main routes are: resignation by the director, removal by shareholders using the statutory procedure in sections 168 and 169 of the Companies Act 2006, removal under a process set out in the company's articles of association, or automatic termination where the director becomes bankrupt, loses mental capacity, or is disqualified. Private companies may also use a written shareholder resolution in some circumstances, though the statutory removal route under section 168 specifically requires a general meeting.

Once the removal takes effect, the company must file form TM01 with Companies House and update its register of directors. The director may still have rights under their service contract, including claims for notice pay or unfair dismissal if they were also an employee.

Key steps

  1. Check the articles and service contract. Start by reading the company's articles of association and the director's service contract. These documents often set out notice periods, compensation on termination, and any bespoke removal procedures. Ignoring them is a common source of later disputes and potential breach of contract claims. 2. Give special notice of the resolution. Under section 168 of the Companies Act 2006, a shareholder wishing to propose a director's removal must give the company special notice at least 28 clear days before the general meeting at which the resolution will be considered. The company must then notify the director in question without delay. 3. Allow the director their right to respond. Section 169 gives the director the right to be heard at the meeting and to circulate written representations to shareholders beforehand. These rights are not optional. Failing to respect them can make the removal vulnerable to legal challenge and may expose the company to further claims. 4. Hold the general meeting and pass the ordinary resolution. At the general meeting, shareholders vote on the ordinary resolution to remove the director, which requires a simple majority of votes cast. If passed, the director's appointment ends immediately, although their service contract and any employment rights continue to be governed separately by contract and employment law. 5. File TM01 and update internal records. Within 14 days of the removal taking effect, file form TM01 with Companies House to notify the termination of appointment. Update the statutory register of directors, inform HMRC if the director was on payroll, and deal with any outstanding matters such as return of company property, bank mandate changes, and handover of responsibilities.

Common questions

Q Can shareholders remove a director without giving a reason?
Yes. Under section 168 of the Companies Act 2006, shareholders can remove a director by ordinary resolution without needing to prove misconduct or any particular cause. However, the director retains the right to be heard and to circulate written representations. Removing a director without good reason may still trigger compensation under their service contract or employment claims if they were also an employee.
Q What is the difference between resignation and removal?
Resignation is voluntary: the director chooses to step down, usually by giving written notice in line with their service contract. Removal is involuntary: the company ends the appointment, either through the statutory shareholder procedure, under the articles, or through automatic termination events like bankruptcy or disqualification. Both require Companies House notification via form TM01, but the legal consequences and potential for disputes differ significantly.
Q Does removing a director end their employment with the company?
Not automatically. The director's role and their employment are legally separate. Ending the directorship does not by itself terminate a service contract or employment relationship. If the company also wants to end their employment, it must follow proper dismissal procedures, which may include notice, redundancy consultation, or a disciplinary process depending on the circumstances.
Q What happens if the company only has one director?
A company must have at least one director at all times, and most private companies require a human director rather than only a corporate one. If the sole director is being removed, a replacement should be appointed either before or at the same time. Failing to do so can leave the company unable to take decisions and may breach the Companies Act 2006.
Q Can a director challenge their removal?
Yes. A removed director may bring claims for breach of service contract, unfair dismissal if they were an employee with sufficient service, or in some cases unfair prejudice under section 994 of the Companies Act 2006 if they were also a shareholder. Following the correct statutory procedure reduces the risk of a successful challenge but does not eliminate contractual or employment claims.
Q How long does the removal process take?
The statutory route takes a minimum of around 28 clear days, because that is the special notice period required before the general meeting. In practice, organising the meeting, dealing with representations, and filing TM01 afterwards often means the whole process takes four to six weeks. Removal under the articles or by automatic events such as disqualification can be quicker.
Q Do we have to tell Companies House straight away?
Form TM01 must be filed within 14 days of the director's appointment ending. You can file online through the Companies House WebFiling service or by post. The company's own register of directors should be updated at the same time. Delay can result in penalties and may leave the public record inaccurate, which can cause issues with banks and contractual counterparties.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

Full profile →SRA register ↗
Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.