Companies Act 2006, section 169

Director's right to protest against removal

Part 10 A company's directors

(1)On receipt of notice of an intended resolution to remove a director under section 168, the company must forthwith send a copy of the notice to the director concerned.

(2)The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting.

(3)Where notice is given of an intended resolution to remove a director under that section, and the director concerned makes with respect to it representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so—

(a)in any notice of the resolution given to members of the company state the fact of the representations having been made; and

(b)send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company).

(4)If a copy of the representations is not sent as required by subsection (3) because received too late or because of the company's default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.

(5)Copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused.

(6)The court may order the company's costs (in Scotland, expenses) on an application under subsection (5) to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.

Read section 169 in the full Act → Definitions (4) Cases (6)

Definitions used in section 169

director

In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.

Defined in s.250 · see it in the full Act
company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
member

(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .

Defined in Sch.2 Pt.1 · see it in the full Act
the court

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a)in England and Wales, the High Court or the county court;

(b)in Scotland, the Court of Session or the sheriff court;

(c)in Northern Ireland, the High Court.

Defined in s.1156(1) · see it in the full Act

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

Defined in s.1156(2) · see it in the full Act

Cases considering section 169 (6)

Hassan Kadhim Ali v Amar Hussain

[2024] EWHC 3102 (Ch) · 16 January 2025

Applies the statutory provisions concerning removal of directors. The court permitted a clear pleading that the purported removal was unlawful or ineffective for non-compliance with sections 168 and 169, while rejecting the suggestion that those provisions affected shareholder status (see paras [83]-[91]).

HEATING TRADE SUPPLIES GROUP LIMITED & Anor v MARK MATTEO & Anor

[2022] EWHC 1070 (Ch) · 6 May 2022

The court applies the procedural protection requiring notice of the meeting at which a director’s removal is considered. Failure to give notice rendered the attempted removal unlawful.

Mark Faulkner & Ors v Vollin Holdings Limited & Ors

[2022] EWCA Civ 1371 · 21 October 2022Limits

The section supplies a statutory procedure allowing a director facing removal to make written representations and be heard at the shareholders’ meeting. The contractual good-faith clause imposed no additional undefined procedural duty (see paras [159]-[160]; [277]).

What each judgment says about section 169 is in the case-law panel in the full Act.

Explanatory note

297.This section replaces section 304 of the 1985 Act. The only change is to be found in subsection (5) ; the court need no longer be satisfied that the rights conferred by the section are being abused to secure needless publicity for defamatory matter, so long as it is satisfied that they are being abused

All the explanatory notes for the Act