United Kingdom: removal of a director – Ascheri & Partners

A director is appointed as such by the company under the Companies Act and the Articles of Association and such appointment is recorded in the company’s register of directors and with Companies House. The administrator remains in office until he resigns, dies, retires or is revoked. The company itself cannot simply submit the revocation form to Companies House and add the date of resignation to the registers – it has to follow a particular procedure to carry out the revocation correctly.

Resignation

If the director resigns and notifies his letter of resignation to the company, the remaining officers of the company must update the register of directors. If the director of the company is also an employee of the company and resigns as an employee, this does not automatically mean that he has resigned as a director and, therefore, the letter of resignation must cover both his working condition and his position as administrator.

Death

If a director dies, the company must, upon receipt of the notice of his death, communicate the revocation of the appointment of the director to Companies House, update the records to reflect the termination of the office and draw up the minutes of the termination of the office in the next meeting of the board of directors. If there are no other directors, when the director dies and the articles of association do not provide a solution to this situation, the shareholders will have to appoint a new director.

Rolling retirement

Some articles of association and shareholders’ agreements require directors to retire on a rotating basis at the end of a certain period of time. This provision is not commonly present in the company statutes. If the provision is present, the statute usually establishes the procedure to be followed.

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Revocation of an administrator

This is the most complex situation. There may be provisions in the company’s articles of association or the shareholders’ agreement that provide for a precise procedure and, in this case, this procedure must be followed, provided that it is not contrary to the provisions contained in the Companies Act 2006. In the absence of such information in the articles of association, the procedure outlined in the Companies Act 2006 (section 168) must be used, according to which the shareholders of the company may request (by special notice) the calling of a shareholders’ meeting to remove a director. The notice must be served on all shareholders who hold at least 5% of the company’s voting rights. There are certain terms to be met as set out in the Companies Act and the director subject to the revocation process has the right to make statements at the meeting. It is important to note that it is not possible to remove an administrator through the adoption of a written resolution.

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