Appointing and removing directors

Appointing or removing a director changes an office within the company. It should follow the applicable law and articles, with a clear record of the decision. Employment, share ownership and contractual rights are separate matters that may continue or require additional action.

Check the appointment power

Read the current articles for who can appoint directors and the required process. The model articles allow appointments through specified shareholder or board decisions, but a company's amended wording may differ. Confirm eligibility and consent to act. ^[1]

New directors also need to meet the applicable Companies House identity verification requirements connected with appointment. Plan the verification and filing timetable before promising that the appointment can be completed immediately. ^[4]

Identify the departure route

A director may resign, cease to hold office under a valid constitutional provision or be removed through the relevant statutory process. Establish which route actually applies. A Companies House termination filing records an event; it does not itself create a valid removal decision.

Where removal under section 168 of the Companies Act is proposed, the provision concerns an ordinary resolution at a meeting and requires special notice. The director's procedural rights and the detailed meeting requirements need attention. ^[2]

Do not use the wrong resolution method

A section 168 removal cannot be passed as a private company written resolution under section 288. This is an important distinction from many other shareholder decisions that can use a written process. Obtain advice before circulating an unsuitable document. ^[3]

Check voting rights, notice and any contractual consequences carefully. A commercial desire to remove someone quickly does not override the required procedure.

Review connected arrangements

• Employment or service agreement and notice obligations.
• Shares and any leaver provisions.
• Loans, guarantees and insurance arrangements.
• Bank mandates and delegated authority.
• Access to systems, documents and company property.
• Outstanding filings and operational handover.

Removal from office should not be described as automatically extinguishing a damages claim or transferring shares. Deal with each relationship on its own terms.

Complete and verify the notification

Retain the decision, notices and evidence supporting the event date. Make the required Companies House filing within the applicable deadline and check acceptance. Update operational permissions through their separate processes.

Prepare an appointment around its real purpose

Define the role, expected contribution and access needed before completing the appointment. An investor representative, executive director and non-executive director may have different practical responsibilities, but none should treat the office as merely a title. Provide the current constitution, relevant financial information and unresolved matters so the incoming person can understand the company they are joining.

Check whether the appointment depends on an investment, nomination right or other condition. Identify the effective date from the valid decision and completion evidence. A proposed board member should not be shown as appointed simply because negotiations are advanced. Coordinate the applicable identity verification step with the appointment timetable rather than leaving it as an unexplained administrative afterthought.

Distinguish removal from an agreed departure

An agreed resignation and statutory removal are different routes. If the company intends to use the statutory removal procedure, the relevant meeting, special-notice and director-rights requirements need proper assessment. It cannot simply replace that route with an ordinary written resolution because gathering shareholders is inconvenient.

Check connected service and shareholder agreements. Removal from office may leave employment compensation, contractual or share-transfer questions unresolved. Conversely, ending employment does not necessarily remove the person from the board. A complete departure plan identifies each relationship and the process required to end or vary it.

Maintain a functioning board through the transition

Review the remaining directors, quorum and signing arrangements before the change takes effect. If the outgoing director is the only person with access to important systems, arrange a controlled handover. The company's practical ability to pay suppliers, approve filings and respond to correspondence should not depend on a person whose role has just ended.

For an illustrative transition, a finance director leaves while an acquisition is being negotiated. The company needs to identify who may approve revised terms and who holds the current transaction papers. Appointing a replacement does not automatically transfer the former director's knowledge or the authority granted under a particular resolution.

Connect the decision with the public notification

Retain the appointment or departure evidence, filing instructions and accepted outcome. Check the event date and personal details before submission. If the underlying decision is disputed, obtain advice rather than using a Companies House filing to present one side's account as an established legal event.

Use Reporting a change of company director for reporting the completed change. Director and PSC changes can assist with director and PSC administration once the underlying event and authorised instructions are clear; contested removal requires separate legal assessment.

For example, a founder may cease to be a director while remaining a major shareholder and creditor. A successful departure plan explains all three positions. Treating the Companies House update as the whole transaction can leave the central commercial issues unresolved even though the public officer list has changed.