The members of Carrick Ltd, a private company, want to remove director Owen before his term ends. At a general meeting called on 14 days' notice, they pass an ordinary resolution removing him. No special notice of the resolution was given to the company, and Owen was not sent a copy of it or given any chance to make representations. Is the removal valid?

Correct answer: D) No, because a resolution to remove a director under s168 requires special notice, which also triggers the director's right to be heard

Explanation

Under s168 Companies Act 2006, members may remove a director by ordinary resolution at a meeting, notwithstanding anything in the articles. However, special notice of the resolution is required (s168(2)). Special notice means the company must be given notice of the intention to move the resolution at least 28 days before the meeting (s312), and the director is then entitled to a copy, to be heard at the meeting and to have written representations circulated (s169). These steps were not taken, so the removal is invalid. A special resolution is not needed, and board confirmation cannot cure the defect.