Replacing a Right to Manage (RTM) director in the UK is a formal company secretarial procedure governed by the Companies Act 2006 and the company’s Articles of Association (prescribed by the RTM Companies (Model Articles) (England) Regulations 2009). The process requires strict adherence to statutory notice requirements and Companies House filing deadlines to ensure that board decisions remain legally enforceable and insulated from procedural challenge.
Key takeaways
- Under Section 168 of the Companies Act 2006, an RTM director can be removed by an ordinary resolution passed at a general meeting, irrespective of any contrary agreement in the company's constitution.
- Removing a director requires Special Notice of at least 28 days under Section 312 of the Companies Act 2006, granting the director statutory rights to make written representations and speak at the meeting.
- Appointment of a new director is executed by ordinary resolution of members or by board resolution to fill a casual vacancy, subject to the RTM company’s Model Articles.
- Statutory filings must be submitted to Companies House within 14 days: Form TM01 to register the removal, and Form AP01 to register the new appointment.
- Company minutes and member resolutions must be retained for at least 10 years under Section 355 of the Companies Act 2006.
Legal Foundation: The Corporate Framework
An RTM company is a private company limited by guarantee, incorporated at Companies House under Chapter 1, Part 2 of the Commonhold and Leasehold Reform Act 2002. While it exists solely to exercise management functions over a residential block, its internal governance is bound by standard corporate law under the Companies Act 2006 and its prescribed statutory Model Articles (SI 2009/2767).
Directors owe statutory duties to the company under Sections 171–177 of the Companies Act 2006. If a director acts against the interests of the membership, becomes uncontactable, or refuses to carry out essential maintenance oversight, the members hold an absolute statutory power under Section 168 of the Act to remove them by ordinary resolution (a simple majority of votes cast at a quorate general meeting).
Statutory Notice and Meeting Protocol
Because removing a director is a serious corporate action, company law provides safeguards against ambush. The procedure must follow strict statutory stages:
- Special Notice Requirement: Under Section 312 of the Companies Act 2006, a member proposing the removal must give the RTM company Special Notice of at least 28 days prior to the general meeting at which the resolution is to be moved.
- Director's Right to be Heard: Under Section 169, upon receiving the notice, the board must immediately send a copy to the director concerned. The director is legally entitled to make written representations of reasonable length, request that the company circulate them to all members, and address the members in person at the meeting.
- Voting and Quorum: The meeting must be validly convened with formal notice issued to all qualifying members. The resolution is passed if supported by an ordinary resolution (more than 50% of the votes cast by members present in person or by proxy, assuming a quorum is met according to the Articles).
Appointment and Companies House Filings
Once a vacancy arises, the RTM company can appoint a replacement. Under the RTM Model Articles, appointments are made either by an ordinary resolution of the members in a general meeting or by the remaining directors acting to fill a casual vacancy until the subsequent Annual General Meeting (AGM).
The incoming director must provide formal consent to act and supply their personal particulars for the public register. Under Section 167 of the Companies Act 2006, the company must notify the Registrar of Companies within 14 days of the change using two distinct filings:
- Form TM01: Formal notification of the termination of appointment of the outgoing director.
- Form AP01: Formal notification of appointment of the incoming director (recording full name, service address, residential address, date of birth, and nationality).
Compliance and Recordkeeping
Under Section 355 of the Companies Act 2006, copies of all general meeting minutes and resolutions must be retained by the company for a statutory minimum of 10 years.
The company must also immediately update its internal statutory Register of Directors maintained under Section 162 of the Act. Maintaining complete, dated company secretarial records ensures that subsequent legal acts—such as serving Section 20 major works notices, signing building maintenance contracts, and filing annual accounts—cannot be challenged by freeholders or disgruntled leaseholders on the grounds of an inquorate or improperly constituted board.
Operational Triggers for Board Rotation
Director changes in RTM companies are common and often necessary to maintain operational momentum:
- Property Sales: When a director sells their leasehold interest, they usually cease to be an eligible member under the RTM Model Articles and must step down.
- Disputes and Deadlock: Chronic absenteeism, conflicts of interest over contractor procurement, or a failure to administer building safety compliance often necessitate board reconstitution.
- Succession Planning: Volunteer fatigue is frequent in resident-run blocks. Establishing regular board rotation ensures governance responsibilities and statutory account approvals are shared sustainably across the development.
Ensuring Lawful Transition
Following the appointment of a new director, the outgoing officer must be removed from company bank mandates, property management portals, and authorized signatory lists. The board should conduct a formal document handover covering existing service contracts, active insurance policies, and pending First-tier Tribunal or Section 20 proceedings.
By observing Section 168 special notice provisions, using the correct statutory forms, and logging resolutions in the company books, an RTM company ensures its board remains lawfully constituted, protected against corporate disputes, and ready to meet its block management responsibilities.