Director – resignation or removal (by directors or members)
What happens if a director resigns?
A director may resign at any time. It is a good idea for them to give a written resignation notice for the record.
You must update Companies House within 14 days of the director’s resignation date.
Any other post-resignation actions depend on the company’s Articles, as well as any agreement between the company and the resigning director e.g. an employment contract.
How do you record a resignation in Kudocs?
This is very simple – see our Guide here!
Does Kudocs update Companies House?
Yes – if you choose this option during the process, Kudocs will file the necessary form (TM01) electronically on your behalf. This also applies to removal of a director.
How do you remove a director who will not resign?
This depends on the company’s Articles. Usually, the options are formal removal by board resolution, member resolution, or written notice by specific members or a certain majority of members.
Removal by member resolution is a statutory right under section 168 Companies Act 2006. It does not need to be in the Articles to be used. This route requires a vote at a shareholder (‘general’) meeting. A simple majority of more than 50% is required to pass the vote i.e. an ordinary resolution. The meeting process must include ‘special notice’, and follow sections 168 & 169 of the Companies Act 2006 to be valid (known as the ‘s168 process’). Kudocs provides a route to arrange and hold this member meeting – see our Guide here.
You should always check the Articles first, in case they give a simpler way for the members to remove a director. This might be by written notice to the company’s registered office terminating the director’s appointment.
The company’s Articles may also allow the board to remove a director by board resolution i.e. without a member resolution or general meeting. Kudocs allows you to record this type of removal after completing the removal process offline – see our Guide here. Before using this route in Kudocs, you must have enabled the option for directors to remove other directors without shareholder approval under ‘Settings > Articles of association > Director information’.
If the specific rules of your company allow this, you can also use Kudocs to run a custom (written) directors’ resolution for making this removal – however, you must still manually record the directors’ removal in Kudocs using the route here after the resolution has been passed. Otherwise, you can use Kudocs to arrange an ad hoc board meeting offline via the ‘Schedule/Record meeting’ function – see screenshots below:
How quickly can a director be removed by member resolution?
The Kudocs process for removal by the members follows the s168 process requirements. This needs at least 28 days’ notice of the general meeting to be given (‘special notice’). This type of member resolution must be passed at a general meeting – the written resolution route cannot be used.
Other removal methods (by board resolution, or by the members using an alternative process in the Articles) may be faster – the timings depend on the process as set out in the Articles.
Does a director have to consent to their removal?
No, but if they are being removed by member resolution under s168 they have the right to object before a vote (see below). Otherwise, it depends on what process is given in the Articles for removal of a director.
Can a director object to their removal?
Yes, under s169 Companies Act 2006 a director may submit representations (in writing and in person) before the general meeting relating to their removal. The director must therefore also receive notice of the relevant general meeting so that they have time to make representations to the members.
Last updated: 19/02/2026 by Kudocs Admin