How do I remove a co-founder or director legally?
By SuLe · Updated 6 July 2026
Shareholders can remove a director by ordinary resolution — a simple majority of votes cast — but they must give the company at least 28 days' special notice under Companies Act 2006 s.168. The director is entitled to notice and to make representations. Watch the articles for weighted-voting clauses that can defeat the removal, and remember it does not touch their shares.
Key facts
- Section 168 of the Companies Act 2006 lets shareholders remove any director by ordinary resolution (over 50% of votes cast).
- The removal needs "special notice" — at least 28 clear days before the meeting.
- The director must be told and may circulate written representations to shareholders.
- A weighted-voting clause in the articles (Bushell v Faith, 1970) can hand a director extra votes and block their own removal.
- Removal ends the role only — it does nothing to any shares the person holds.
What is the legal route to remove a director?
The statutory mechanism is Companies Act 2006 s.168: shareholders pass an ordinary resolution at a general meeting to remove the director before their term ends. No cause needs to be proven — a majority is enough.
The catch is process. Anyone proposing the resolution must give the company "special notice" at least 28 clear days before the meeting, and the company then tells the director. This notice period cannot be shortened away, so removal is rarely same-week.
Get the procedure wrong — too little notice, no chance for representations — and the resolution can be challenged as invalid, forcing you to start again.
Can the director fight back or block it?
Yes, in two main ways. First, the director is entitled to receive notice of the resolution and to have written representations circulated to shareholders, and to speak at the meeting — so you cannot remove them silently.
Second, and more powerfully, the articles may contain a weighted-voting clause. In Bushell v Faith, the courts upheld articles that gave a director-shareholder extra votes specifically on a resolution to remove them — enough to outvote the others and veto their own removal.
So before you count heads, read the articles and the shareholders' agreement. Entrenched board seats, weighted votes and reserved-matter consents can all change what a bare majority can actually do.
Does removing them as a director remove their shares?
No — and this is the point founders most often miss. Section 168 removes the person from the board. It has no effect whatsoever on their shareholding.
A removed director keeps every share they hold, along with the voting rights, dividend entitlement and exit proceeds those shares carry. Their equity moves only if a leaver or compulsory-transfer clause is triggered, or if they agree to sell.
If your real goal is to change the cap table, removal alone will not get you there. You need the share-transfer machinery in your documents, or a negotiated buyback.
What if the co-founder is also an employee?
Then you are running two processes at once, and they follow different rules. The directorship ends through s.168 (or resignation); the employment ends through a fair dismissal process with a proper reason, procedure and notice.
Treat them separately and deliberately. A rushed or unfair dismissal can generate employment-tribunal claims — and those claims become bargaining chips that poison the wider shareholder negotiation. Advice is usually worth it before you act on either front.
| Step | What it involves | Timing |
|---|---|---|
| Check articles and SHA | Look for weighted votes, entrenched seats, reserved matters | Before anything else |
| Give special notice | At least 28 clear days to the company | 28+ days pre-meeting |
| Notify the director | They may circulate written representations and speak | On receipt of notice |
| Hold the general meeting | Ordinary resolution — over 50% of votes cast | At the meeting |
| File the change | Update the register and notify Companies House (TM01) | After the vote |
Worked example
Ade and Ruth built a logistics SaaS with a third co-founder, Marcus, who has become obstructive on the board. Ade and Ruth together hold 62% of the shares.
They check the articles — no weighted-voting clause — then give special notice of the resolution 28 days before a general meeting. Marcus circulates a written statement, which the company distributes as required. At the meeting, Ade and Ruth's 62% carries the ordinary resolution and Marcus is removed as a director; they file the TM01 with Companies House. His shares, however, remain his, so they open separate buyback talks under a settlement agreement.
Where founders go wrong
Skipping the 28-day special notice
— cut it short and the whole resolution can be void, restarting the clock.Not reading the articles first
— a Bushell v Faith weighted-voting clause can quietly hand the target a veto.Assuming removal reclaims the shares
— it never does; equity needs its own mechanism.Botching a dual director/employee exit
— an unfair dismissal creates tribunal claims that hijack the shareholder settlement.
Related questions
What majority do I need to remove a director?
An ordinary resolution — more than 50% of the votes cast by shareholders. But you must also give special notice of at least 28 days, and the articles may contain weighted-voting rights that raise the bar. Check both before you count your votes.
Can a director stop themselves being removed?
Sometimes. A weighted-voting clause in the articles (upheld in Bushell v Faith) can give a director-shareholder extra votes on a resolution to remove them, effectively vetoing it. The director is also entitled to notice and to make written representations to shareholders.
Does removing a director remove their shares?
No. Removal under s.168 ends the person's role as a director. It has no effect on any shares they hold — those move only through leaver provisions, a compulsory transfer clause, or a voluntary sale. [More: What can I do if my co-founder stops working but keeps their shares?]
What if the director is also an employee?
Then you have two separate processes: s.168 removal for the directorship and a fair dismissal process for the employment. Getting the employment side wrong can create tribunal claims that complicate everything else, so handle both deliberately. [More: Can I fire a co-founder who is also an employee?]
A director removal that ignores the articles or the notice rules can be overturned, and a clumsy exit can trigger claims you did not see coming. A SuLe solicitor can check your articles for weighted votes and entrenched rights, run the process correctly, and line up the share side. Book a free consultation about your situation before you call the meeting.
Keep reading: What can I do if my co-founder stops working but keeps their shares? · Can I fire a co-founder who is also an employee? · What is shareholder deadlock and how do I avoid it? · What are directors' duties under the Companies Act 2006? · What protection do minority shareholders have (unfair prejudice)? · Can we buy back shares from a co-founder who has left?
Primary sources: Companies Act 2006
