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Removal of a director

29 Mar 2017

Unless there is a special provision in the company’s Articles of Association a director cannot be removed from office by the Board, and only the shareholders can remove a director. 

The Articles may provide a procedure for this, otherwise the statutory procedure must be used. The statutory procedure allows any director to be removed by ordinary resolution (i.e. a simple majority of votes), and cannot be excluded by the Articles or by any agreement. However a director who is removed from office may have a claim for compensation, which could be substantial.

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The information in this guidance is intended for general information purposes only and does not constitute legal or professional advice. The IoD does not accept any responsibility for any loss which may arise from relying on information contained in this article. It is not a substitute for legal advice and specific and personal legal advice should be taken on any individual matter. IoD does not recommend any firms. The IoD is not accountable for the products, services, acts or omissions on the website(s) linked to this page. Website terms and conditions apply.

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