Corporate and Business Law (Global) · Company meetings and resolutions

Special Notice and Removal of Directors by Resolution

Updated 11 October 2026 · Fact-checked

Special notice is notice to the company, at least 28 days before the meeting, of a resolution such as removing a director. The company sends members notice of the resolution with the meeting notice. Only if that is not practicable does it advertise, at least 14 days before. Removal is by ordinary resolution at a general meeting.

Understand Special Notice and Removal of Directors by Resolution

Some resolutions are so sensitive that the company must have early warning. For these, the person who wants to propose the resolution must first give the company special notice. The company then has time to tell members and the people affected.

The usual example is removing a director. Under the Global variant, shareholders can remove a director before the end of the term by ordinary resolution (a simple majority of votes cast). Directors' service agreements or articles cannot take away this statutory power. Removal needs special notice.

The rule protects the director. The director must be told, and the director has the right to defend themselves. This is the idea you need: special notice is about fairness and time, not about a higher vote. The vote stays a simple majority.

The director has two key rights. First, they can send written representations of reasonable length to the company and ask for them to be sent to members. Second, they are entitled to be heard at the meeting, even if they are not a member. If the company does not circulate the representations because it received them too late, the director can require them to be read out at the meeting. The company, or any other person who claims to be aggrieved, may apply to court. If the court is satisfied that the rights are being abused to secure needless publicity for defamatory matter, it may order that the representations need not be sent out or read out.

Removal does not end the director's other claims. The director may still claim compensation for breach of a service contract. Removal as director also does not by itself end employment rights. Keep the company-law removal separate from the contract claim.

Key formulas to remember

Removal vote: Director removed by ordinary resolution = more than 50% of votes cast; Votes cast at the meeting, not all members. Abstentions and absent members are not counted.
Special notice period: Special notice to company ≥ 28 days before the meeting; The 28 days run from notice given to the company to the meeting date. The company gives members notice of the resolution in the same manner and at the same time as the notice of meeting. Only if that is not practicable does it give notice by advertisement or as the articles allow, at least 14 days before the meeting. If a meeting is called for a date 28 days or less after special notice was given, the notice is treated as properly given.
Method for removal: Removal must be at a general meeting, with special notice; A written resolution cannot be used to remove a director (or an auditor).
Director's rights: Written representations + right to be heard at the meeting; Representations must be of reasonable length. If they are not sent out, the director can require them to be read out. The director is entitled to be heard even if not a member.
Compensation: Removal does not remove a claim for breach of contract; Compensation for loss of office is a separate matter from the validity of removal.

How to solve Special Notice and Removal of Directors by Resolution questions

Use this order for any question on special notice or removing a director.

1Identify the action: is the resolution to remove a director (or another matter needing special notice)?
2State the type of resolution: removal needs an ordinary resolution, a simple majority of votes cast.
3Check the procedure: special notice given to the company at least 28 days before the meeting, and the removal done at a general meeting, not by written resolution. The company must give members notice of the resolution at the same time and in the same manner as the notice of meeting. Only if that is not practicable does it use advertisement or the manner the articles allow, at least 14 days before the meeting. If the meeting is called for a date 28 days or less after special notice, the notice is treated as properly given.
4Check that the company has told members and the director, and that the director can make written representations and be heard.
5Apply the votes: count votes for and against only. Ignore abstentions and absent members.
6Test any conflicting terms: articles or service contract cannot stop removal under the statute.
7State the result and add the director's remaining right to claim compensation for breach of contract if the facts suggest it.

Quickest way: Four-point removal check

When to use it: Use this for objective questions where you must pick the correct statement about removing a director.

Ordinary resolution, not special: look for 'simple majority'.
Special notice: look for 28 days to the company, then notice of the resolution to members with the meeting notice (advertisement or as the articles allow, at least 14 days before the meeting, only if that is not practicable).
General meeting only: reject any option that uses a written resolution.
Director's rights: representations and being heard. Reject options that say the director has no say or that removal is blocked by a contract.

Common mistakes in Special Notice and Removal of Directors by Resolution

Saying removal needs a special resolution (75%).
Students link 'special notice' with 'special resolution'.
Fix: Special notice is about notice time. Removal is by ordinary resolution, more than 50% of votes cast.
Allowing a written resolution to remove a director.
Written resolutions are common for private companies and students over-apply them.
Fix: Remember that removing a director (and an auditor) must be done at a general meeting so the director can be heard.
Saying the director cannot be removed because the articles or contract give a fixed term.
Students respect the contract terms too much.
Fix: The statutory power overrides the articles and contract. The director may only claim compensation for breach.
Forgetting the director's right to make representations and be heard.
Students focus on the vote and skip the protections.
Fix: Always add the written representations and right to speak. Mention that the company may apply to court if the rights are abused.
Counting all members or all shares, rather than votes cast, in the majority test.
Students confuse quorum with voting.
Fix: Only votes cast count. Compare votes for with votes against.
Saying removal ends all of the director's claims.
Students merge company law and contract law.
Fix: Say removal is valid, but compensation for breach of the service contract may still be claimed.

Worked examples

Example 1

A company's shareholders each have one vote per share. A shareholder wants to remove director Mia before her fixed five-year term ends. Mia's service contract says she cannot be removed. Special notice was given to the company at least 28 days before the meeting, and the meeting was validly convened. At the meeting 40,000 shares are voted for removal and 35,000 shares are voted against. Holders of 25,000 shares abstain. Assume no weighted voting rights attach to any shares. Can Mia be removed, and does she have any remedy?

Show the solution

Identify the resolution: removal of a director before the end of term is by ordinary resolution at a general meeting, with special notice given. Here the special notice and valid meeting are given in the facts.
Check the contract: a term in the contract cannot stop the statutory power of removal.
Count the votes per share: only votes cast count. For = 40,000. Against = 35,000. Total votes cast = 75,000. The 25,000 abstaining shares are ignored.
Percentage for: 40,000 ÷ 75,000 = 53.3%, which is more than 50%.
Conclude that the ordinary resolution is passed. In a real case, any weighted voting rights attaching to the director's own shares would have to be applied when counting votes.
Remedy: Mia keeps any right to compensation for breach of her service contract, and she should have had the right to make written representations and be heard.

Answer: Yes. The resolution passes with 53.3% of the votes cast. The contract term does not prevent removal, but removal does not take away Mia's right to claim compensation for breach of contract.

Example 2

Which ONE of the following is correct about removing a director of a company? A) Removal requires a special resolution. B) Removal can be done by written resolution. C) Removal requires special notice and an ordinary resolution at a general meeting. D) Removal is impossible if the articles give the director a fixed term.

Show the solution

Test A: removal is by ordinary resolution, not special resolution. A is wrong.
Test B: removal must be at a general meeting so the director can be heard. A written resolution cannot be used. B is wrong.
Test C: special notice (at least 28 days to the company, with members told of the resolution along with the notice of meeting) and an ordinary resolution at a general meeting. This matches the rule.
Test D: the statutory power cannot be removed by the articles or a contract. D is wrong.

Answer: C

Exam tips

In objective questions, the trap is 'special resolution'. Underline whether the question says special notice or special resolution.
Write '28 days' and 'general meeting' in your notes for this topic. These are the facts most often tested.
In a scenario question, state the vote count using votes cast only and calculate the percentage.
Always add the director's rights (written representations, right to be heard) and the compensation point. These pick up the extra marks in multi-task questions.

Practice questions from Company meetings and resolutions

Special Notice and Removal of Directors by Resolution in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

CMA IntermediateRemoval and Resignation of Directors

Special Notice and Removal of Directors by Resolution: frequently asked questions

What is special notice in company law?

Special notice is notice given to the company by the person proposing a resolution, at least 28 days before the meeting. It is used for sensitive resolutions, such as removing a director. The company must give members notice of the resolution at the same time and in the same manner as the notice of meeting. Only if that is not practicable does it use advertisement or the manner the articles allow, at least 14 days before the meeting.

Can a director be removed by ordinary resolution?

Yes. A director can be removed before their term ends by ordinary resolution at a general meeting, if special notice has been given. The articles or a service contract cannot take away this power.

Can a company remove a director by written resolution?

No. Removal of a director must be done at a general meeting. This lets the director attend, speak and defend their position.

Does the director have any rights when removal is proposed?

Yes. The director can make written representations of reasonable length and ask for them to be sent to members. They also have the right to be heard at the meeting, even if they are not a member. They may still claim compensation if their contract was breached.