Appointing and Removing RMC and RTM Company Directors

Appointing a director of a residents management company or an RTM company is simple: the board resolves to appoint, or the members pass an ordinary resolution. Removing one is not. If the director will not resign and no automatic termination event in the articles applies, the only route is section 168 of the Companies Act 2006: a general meeting, 28 days of special notice, and a simple majority of the votes cast. It cannot be done by written resolution or by the board alone, and a procedural slip leaves the result open to challenge.

Start with the Articles, Not the Act

All of this is subject to the company’s own articles. Three sets are common in blocks of flats in England.

• The model articles prescribed by the Companies (Model Articles) Regulations 2008. Schedule 1 covers a company limited by shares, Schedule 2 one limited by guarantee. Neither has retirement by rotation.
• Table A, prescribed by the Companies (Tables A to F) Regulations 1985. A company formed before the Companies Act 2006 regime that never replaced its articles may still run on it, and its rules differ in ways that matter.
• For an RTM company in England, the RTM Companies (Model Articles) (England) Regulations 2009. Section 74(5) of the Commonhold and Leasehold Reform Act 2002 makes any inconsistent provision of the articles ineffective, section 74(6) applies the regulations whatever the date of the articles, and section 74(7) disapplies the Companies Act default.

Download the articles filed at Companies House first, and check whether they have been amended by special resolution since registration. Our note on what an RMC’s articles of association contain covers how to read them, and RTM companies also sit inside a wider statutory scheme that has changed recently.

How a Director Is Appointed

Model article 17 says any person willing to act as a director, and permitted by law to do so, may be appointed by ordinary resolution or by a decision of the directors. The RTM model articles say the same at article 22. So there are two valid routes, and a board appointment is as good as a members’ vote.

Table A is different. Regulation 78 allows appointment by ordinary resolution. Regulation 79 allows the directors to appoint, but that appointee holds office only until the next annual general meeting and vacates at its conclusion if not reappointed. Regulation 76 adds a notice trap: a candidate who is not retiring by rotation must be recommended by the directors, or proposed by a member giving notice with the candidate’s written consent, not less than fourteen nor more than thirty-five clear days beforehand. Regulation 77 then requires the company to give notice of that candidate to everyone entitled to notice of the meeting, not less than seven nor more than twenty-eight clear days before it.

Eligibility is short. A director must be at least 16, and an appointment in breach is void (section 157). A person disqualified under the directors disqualification legislation cannot be appointed, and that appointment is void too (section 159A). A private company must have at least one director (section 154(1)). The general duties in sections 171 to 177 then apply to an unpaid volunteer director exactly as to anyone else.

Two limits catch boards out. Table A regulation 64 sets a minimum of two directors unless the members resolve otherwise. The quorum for a directors’ meeting is two under both the model articles (article 11) and the RTM model articles (article 16), and can never be lower. A company left with no directors at all has a bigger problem to fix first.

The Paperwork for an Appointment

Two things follow the decision. The notice to the registrar must include a statement that the person consented to act, and it must be given within 14 days beginning with the day they became a director. Both are in section 167G, and section 167L makes failure to notify an offence. In practice that means form AP01 or the online equivalent, alongside the other filings a company has to keep up. The company no longer keeps its own register of directors: sections 161A to 167F were omitted by the Economic Crime and Corporate Transparency Act 2023, with full effect from 18 November 2025.

Identity verification became a legal requirement on 18 November 2025, and an appointment registered on or after that date needs the individual’s Companies House personal code, so verify before the board resolves. Section 167M goes further: an individual must not act as a director unless verified, and the company must ensure an unverified individual does not act. Breach is an offence by the individual, the company and every officer in default, though section 167M(6) says it does not affect the validity of that person’s acts. Directors already in office verify during a twelve month transition that began on 18 November 2025, giving their personal code with the next confirmation statement.

The Three Ways a Director Leaves

A person stops being a director by resigning, by an automatic termination event in the articles, or by removal by the members. Nothing else works.

Resignation

Under model article 18 and RTM model article 23 the appointment ends when the company receives notification that the director is resigning and that resignation has taken effect in accordance with its terms. Table A regulation 81(d) is to the same effect. No vote is needed and nobody has to accept it, but address the letter to the company rather than the managing agent, and date it.

Automatic Termination Under the Articles

The articles also end an appointment automatically, with no vote. Under model article 18 and RTM model article 23 a person ceases to be a director when:

• they cease to be a director under the Companies Act 2006, or become prohibited by law from being a director
• a bankruptcy order is made against them
• a composition is made with their creditors generally in satisfaction of their debts
• a registered medical practitioner gives a written opinion that they have become physically or mentally incapable of acting and will remain so for more than three months
• a court order removes their power personally to exercise their functions on mental health grounds
• the company receives notification that they are resigning, and that resignation has taken effect in accordance with its terms

Table A regulation 81 adds one event the model articles do not: a director absent for more than six consecutive months, without the permission of the directors, from board meetings held in that period vacates office if the directors resolve that the office be vacated. Note both limbs. Absence on its own does nothing.

Removal by the Members

If neither applies and the person will not go, removal belongs to the members. Neither the model articles nor the RTM model articles give the board any power to remove a fellow director. Section 168(1) lets a company remove a director by ordinary resolution at a meeting before the expiration of their period of office, notwithstanding anything in any agreement between it and the director.

The Section 168 Procedure, Step by Step

Section 288(2)(a) excludes a section 168 removal from the written resolution procedure, so the meeting cannot be avoided.

1. A member gives the company special notice. Section 312(1) requires notice of the intention to move the resolution to reach the company at least 28 days before the meeting, and the resolution is not effective otherwise.
2. The company must forthwith send a copy of that notice to the director (section 169(1)).
3. Members are given notice of the resolution, where practicable with the notice of the meeting (section 312(2)); if not, at least 14 days before it by newspaper advertisement or any other manner the articles allow (section 312(3)).
4. Notice of the meeting itself is at least 14 days for a private company (section 307(1)) unless the articles say longer. Short notice needs a majority in number of the members entitled to attend and vote, holding at least 90 per cent of the voting rights (section 307(5) and (6)).
5. The director may make written representations of reasonable length and require them to be notified to members (section 169(3)).
6. Check the quorum: two qualifying persons under section 318, subject to the articles. A qualifying person is a member present in person, a corporate representative or a proxy.
7. Take the vote. An ordinary resolution is a simple majority of the votes cast on a show of hands, or of the total voting rights of those voting on a poll (section 282).
8. Fill the vacancy. It can be filled at that meeting or later as a casual vacancy (section 168(3)), but a replacement appointed at that meeting needs special notice as well (section 168(2)). Miss that and the removal can stand while the replacement is open to challenge.

The Director’s Right to Reply

Section 169 gives the director three protections and they are the ones most often missed. The director may be heard on the resolution whether or not they are a member. Written representations of reasonable length must be flagged in the notice to members, with a copy sent to everyone who receives it. If they arrived too late, or the company failed to send them, the director may require them to be read out at the meeting. Section 168(5) separately preserves any right to compensation or damages.

Errors That Make a Removal Vulnerable

Contested removals fail on procedure far more often than on arithmetic. Section 161 means a botched removal does not unwind the decisions taken in the meantime, but it leaves a live argument about who is properly in office. The recurring errors:

• Using a written resolution: section 288(2)(a) rules it out.
• Treating a board resolution as enough. The board can record an automatic termination, but it cannot vote a fellow director out.
• Giving less than 28 days of special notice, or serving it on the chair or the agent personally rather than on the company.
• Not passing the special notice straight to the director, as section 169(1) requires.
• Sending out notice of the meeting without stating that representations have been made, or without enclosing them.
• Letting people vote who are not members. Section 74(1) of the Commonhold and Leasehold Reform Act 2002 limits RTM company membership to qualifying tenants and, from the acquisition date, landlords.
• Filing form TM01 before the resolution has been passed.

If the Board Will Not Call the Meeting

Members are not dependent on the board. Under section 303, members representing at least 5 per cent of the paid-up capital carrying voting rights, or of the total voting rights in a company without a share capital, may require the directors to call a general meeting, and the request may include the text of the resolution. Section 304 requires them to call it within 21 days, to be held not more than 28 days after the date of the notice. If they do not, section 305 lets the requesting members, or any of them representing more than half of the total voting rights of all of them, call it themselves for a date not more than three months after the requirement arose, with reasonable expenses reimbursed by the company.

The section 303 request and the section 312 special notice are separate documents doing separate jobs, so serve both at once. Section 312(4) helps if the company then moves quickly: where the meeting is called for a date 28 days or less after the special notice, the notice is deemed properly given. The mechanics of the meeting itself are covered in our note on running an annual general meeting.

After the Vote: Records, Filings and Housekeeping

Minute the meeting: the notice given, the quorum, the fact that the director had the chance to be heard, and the numbers for and against. Section 355 requires those minutes to be kept for at least ten years. Then file: the registrar must be told within 14 days that a person has ceased to be a director (section 167G), on form TM01.

Then the housekeeping. Change the bank mandate on the company and client accounts. Tell the insurer, because directors and officers cover responds by reference to who was in office and when. Tell the managing agent in writing so instructions stop being taken from a former director. Recover company records and keys.

If you have inherited a board that has lost track of who is in office, the order of work is the same every time: get the filed articles, reconcile the register of members against the record of directors at Companies House, then put the notice periods on a calendar and work backwards from the meeting date. An agent can hold the registers and take the minutes, but the resolutions belong to the members. If it would help to talk a case through, our property managers can be reached through the contact page.

Common Questions

Questions that come up most often when a board changes.