How do you resign as a director of a management company, or remove one who will not go?

In England, management-company director disputes usually start with Companies Act 2006 rules, but resignation, removal and minimum-director rules are UK company-law points unless a section below says otherwise. Check the company’s articles as well as the statute, because older Table A companies and right-to-manage companies can have different quorum, chair and voting rules.

How do you resign as a director of a management company?

You resign as a director of a management company by giving the company notice that you are resigning, with the resignation taking effect on the date or event stated in that notice; under the private-company Model Articles, a director’s office ends when “notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.” The company then files TM01 at Companies House to remove the director from the public register, and Companies House says to “Use this form to terminate the appointment of an individual or corporate director.” The company must file within 14 days of the person ceasing to be a director, because section 167G says the notice “must be given within the period of 14 days beginning with the day on which the person becomes or ceases to be a director.” Late filing is not the same penalty everywhere: in England and Wales it is “a fine,” while in Scotland or Northern Ireland it is capped at level 5 plus a daily default fine. Companies House does not charge for TM01, so removing a director from a company online is usually a filing task, not a court process.

Can you resign if it leaves the company below the minimum number of directors?

Formation-agent sites often say you must appoint a replacement before resigning below the minimum, but the statute does not say that: a below-minimum resignation is not automatically invalid, and the statutory risk is a Secretary of State direction and default consequences, not an automatic block on resignation. A private company must have at least one director, because section 154 says “A private company must have at least one director,” but older management companies may also have articles requiring two: the 1985 Table A default says the number of directors “shall be not less than two” unless members resolve otherwise. That distinction decides whether stepping down breaches anything at all. The stronger view is that even a resignation which leaves the company short can take effect; James Saunders of New Square Chambers states that “The consequence of infringing the section is not necessarily that the resignation is invalid however, only that a direction may be given by the Secretary of State to remedy the breach.” So if you are one of two directors after an AGM, you can resign even though it leaves the company below a two-director article minimum; the company then has a governance problem to fix.

How do you remove a director who is also a shareholder?

You remove a director who is also a shareholder by passing an ordinary resolution at a meeting under section 168 of the Companies Act 2006, but that removes them from the board only and does not remove their shares. Section 168 says “A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him,” so the articles or a service contract cannot simply take away that statutory removal route. The resolution needs special notice: section 312 says it is “not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved.” It also cannot be passed as a written resolution, because section 288 excludes “a resolution under section 168 removing a director.” The director must have the chance to speak at the meeting, since section 169 says “The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting.” Board removal therefore solves control of the company’s decisions, not ownership; the shareholding, voting rights and any leaseholder membership rights must be dealt with separately.

What happens when two directors of a management company disagree?

When two directors of a management company disagree, the articles decide whether a chair’s casting vote breaks the tie; if there is no effective casting vote and the quorum is two, the board is deadlocked unless the members intervene or a legal remedy is used. The default Model Articles do not require unanimity: they say “any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8,” and the default quorum “must never be less than two, and unless otherwise fixed it is two.” Model Articles also say that if votes are equal, “the chairman or other director chairing the meeting has a casting vote,” but the directors only have a chair if they appoint one. Members can remove a director by ordinary resolution at a meeting, but not by written resolution. In England and Wales, serious management breakdown can lead to a tribunal-appointed manager, and that can end an RTM company’s right to manage. In Northern Ireland, the practical statutory tail is winding up on the just-and-equitable ground, not the England-and-Wales tribunal-manager route. In Scotland, this is often not really a two-director deadlock question at all: for factored flats, the owners of a majority of the related properties may dismiss or replace a factor, despite older guidance still quoting two-thirds.

Last reviewed August 2026.

Sources

• Companies Act 2006 Model Articles for private companies limited by shares, article 18 — “(f)notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.” Source
• Companies Act 2006 section 167G — “A notice under this section must be given within the period of 14 days beginning with the day on which the person becomes or ceases to be a director.” Source
• Companies House form TM01 guidance — “Use this form to terminate the appointment of an individual or corporate director.” Source
• Companies Act 2006 section 167L — “(a)in England and Wales, to a fine;” Source
• Companies Act 2006 section 167L — “(b)in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.” Source
• Companies Act 2006 section 154 — “A private company must have at least one director.” Source
• Table A 1985, regulation 64 — “Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum but shall be not less than two.” Source
• James Saunders, New Square Chambers, CRI 16.5, October 2023 — “The consequence of infringing the section is not necessarily that the resignation is invalid however, only that a direction may be given by the Secretary of State to remedy the breach, failing which an offence is committed both by the company and by every officer who is in default: s 156(6).” Source
• Companies Act 2006 section 168 — “A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.” Source
• Companies Act 2006 section 312 — “Where by any provision of the Companies Acts special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved.” Source
• Companies Act 2006 section 288 — “(a)a resolution under section 168 removing a director before the expiration of his period of office;” Source
• Companies Act 2006 section 169 — “The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting.” Source
• 1st Formations, appointing and removing a company director — “If the departing director is also an employee or shareholder, the resignation from the board doesn’t automatically deal with those other roles.” Source
• Companies Act 2006 Model Articles for private companies limited by guarantee, article 7 — “The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.” Source
• Companies Act 2006 Model Articles for private companies limited by guarantee, article 11 — “The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.” Source
• Companies Act 2006 Model Articles for private companies limited by guarantee, article 13 — “If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.” Source
• Companies Act 2006 Model Articles for private companies limited by guarantee, article 12 — “The directors may appoint a director to chair their meetings.” Source
• Landlord and Tenant Act 1987 section 24 — “The appropriate tribunal may, on an application for an order under this section, by order (whether interlocutory or final) appoint a manager to carry out in relation to any premises to which this Part applies—” Source
• Commonhold and Leasehold Reform Act 2002 section 105 — “The right to manage the premises ceases to be exercisable by the RTM company if a manager appointed under Part 2 of the 1987 Act to act in relation to the premises, or any premises containing or contained in the premises, begins so to act or an order under that Part of that Act that the right to manage the premises is to cease to be exercisable by the RTM company takes effect.” Source
• Insolvency Act 1986 section 122 — “(g)the court is of the opinion that it is just and equitable that the company should be wound up.” Source
• Insolvency (Northern Ireland) Order 1989 article 102 — “(g)the Court is of the opinion that it is just and equitable that the company should be wound up.” Source
• Title Conditions (Scotland) Act 2003 section 64 — “Where a person is the manager of related properties, the owners of a majority of those properties may—” Source