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Review Your SQE 1 Practice Records

Examination Timing: 00H00M35S

Alan and Brian, two directors of GreenTech Ltd, a private limited company, seek a written resolution from the members to remove their fellow director, Susan, from her post before the end of her term. They call for a general meeting of the members and give them a 30-day notice of the meeting. At the general meeting, GreenTech Ltd passes a written resolution by a simple majority to remove Susan. The articles of association of GreenTech Ltd are silent as to the ways directors can be removed from office before the end of their term. 


Is the resolution to remove Susan valid?

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Under the Companies Act 2006, a resolution to remove a director before the end of their term requires an ordinary resolution but cannot be passed by written resolution. Section 168 of the Act specifies that a director can be removed by ordinary resolution at a general meeting with special notice given at least 28 days before the meeting. Although the company's articles of association are silent on this matter, the statutory requirements must still be followed. Therefore, the resolution passed by written resolution is invalid, as such resolutions cannot be used to remove a director. 


Key Point: The Companies Act 2006 mandates that the removal of a director before the end of their term must be done via an ordinary resolution at a general meeting with proper notice. Written resolutions cannot be used for this purpose, ensuring that all members have an opportunity to participate in the decision-making process.

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