Companies Act 2014 section 146

Removal of directors

Section 146 sets out the process by which shareholders may remove a director from office by ordinary resolution, including the notice requirements, the director's right to respond, and how the resulting vacancy may be filled.

• A company may remove a director before their term expires by ordinary resolution, regardless of the company's constitution or any agreement with the director, but this does not apply to directors holding office for life.
• At least 28 days' notice must be given of the intention to propose such a resolution (unless the board itself submits it), and the director concerned must receive a copy and is entitled to be heard at the meeting.
• The director facing removal has the right to submit written representations, which the company must circulate to members or, failing that, have read out at the meeting — unless the court rules that this right is being abused to publicise defamatory material.
• The vacancy created by a removal may be filled at the same meeting, and a replacement director is treated as having been appointed on the date the removed director was last appointed, for the purpose of determining retirement dates.