Removal of a Director
A board resolution for the removal of a director to a company in England and Wales. To be inserted in the general board resolution template provided by GitLaw.
Insert the following resolution into the basic GitLaw board written resolution template and number accordingly.
Removal of Director
IT IS RESOLVED THAT:
Cessation of office
It is noted that [director name] will cease to hold office as a director of the Company with effect from [removal effective date], following [process of removal].
Acknowledgement of termination
The board acknowledges the termination of [director name]’s appointment as a director and, if applicable, the termination of any executive office held by them, subject to the terms of any applicable [agreement type].
Statutory registers and filings
Any director of the Company be authorised to:
update the register of directors and the register of directors’ residential addresses; and
make all necessary filings at Companies House within the applicable statutory time limits.
Return of property and authorities
The board notes that [director name] is required to return all Company property and that any authorities, mandates or powers of attorney granted to them on behalf of the Company are revoked with effect from [removal effective date], to the extent not already terminated.
Add any of the following optional clauses as applicable to the relevant director.
Removal from board committees
[director name] be and is hereby removed, with effect from [removal effective date], from all board committees of the Company, including (without limitation) the [committee types] committee(s).
Termination of executive office and employment
The appointment of [director name] to any executive office held with the Company, including [executive office], be and is hereby terminated with effect from [removal effective date]. The termination of their employment (if applicable) shall take place in accordance with the terms of the applicable [agreement type], subject to any statutory requirements.
Approval of settlement or exit arrangements
The proposed settlement arrangements between the Company and [director name], including any payments, waivers, releases or compromises, are hereby approved. Any director shall be authorised to negotiate, finalise and execute any settlement agreement, deed of release or compromise agreement on behalf of the Company.
Authority to negotiate and finalise exit documentation
Any director of the Company shall be authorised to agree, execute and deliver any documents and to take any actions they consider necessary or desirable in connection with the cessation of [director name]’s appointment, including making non-material amendments to agreed documentation.
Equity, incentive and shareholding consequences
The board notes the cessation of [director name]’s entitlement to participate in any equity, incentive or bonus arrangements of the Company, except as expressly provided under the terms of the relevant plan or agreement.
Any unvested awards held by [director name] shall lapse (or be treated as [leaver type] awards) in accordance with their terms. Any compulsory transfer, buy-back or other share transfer provisions applicable to [director name] shall be implemented in accordance with the Company’s Articles and any shareholders’ agreement.
Confidentiality and restrictive covenants
The board notes and confirms that [director name] remains bound by all post-termination obligations owed to the Company, including obligations relating to confidentiality, intellectual property and restrictive covenants, in accordance with the terms of any applicable agreement.
Indemnities and D&O insurance
Any indemnity granted by the Company to [director name] in respect of acts or omissions during their period of office shall continue to apply in accordance with its terms. The Company shall maintain directors’ and officers’ liability insurance (including any applicable run-off cover) for the benefit of [director name], to the extent required by law or contract.
Conflicts of interest and exclusion from deliberations
The board notes that [director name] declared their interest in the matters considered by these resolutions and did not vote on, or otherwise participate in, the discussion or approval of the same, in accordance with the Company’s Articles and the Companies Act 2006.
General authority
Any director of the Company be authorised to do all acts and things they consider necessary or desirable to give effect to this resolution.
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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