How to Formally Initiate a Vote of No Confidence Against a Director in an (RTM) Right to Manage Company

In a Right to Manage (RTM) company, directors are removed (or appointed) under the company’s constitution – usually its Articles of Association, which are often based on the Model Articles or a tailored set adopted when the RTM company was incorporated.

Here’s how you can formally move a vote of no confidence or remove a director:

1. Check the RTM Company’s Articles

• Look up the Articles of Association (they’re filed at Companies House and you can download them for free).

• They set out the procedure for removing directors, calling meetings, and passing resolutions.

• Most RTM companies use the standard Model Articles or a version from the Companies Act 2006.

  
  

2. Ordinary Resolution under the Companies Act 2006

Even if the Articles don’t set out a removal process, section 168 of the Companies Act 2006 gives members the power to remove a director by an ordinary resolution (more than 50% of votes cast).

• A member (leaseholder) must give the company special notice – at least 28 clear days before the meeting.

• The director proposed for removal has the right to make written representations and to speak at the meeting.

  
  

3. Calling a General Meeting

• Usually, members holding at least 5% of the voting rights can demand that the directors call a general meeting.

• If the directors don’t act within 21 days, the members themselves can convene the meeting.

• At that meeting, the “vote of no confidence” would be put as an ordinary resolution to remove the director.

  
  

4. Alternative: Resignation or Board Resolution

• Sometimes, a “no confidence” letter signed by the majority of members may persuade the director to resign voluntarily.

• If there are multiple directors, the board itself can also remove certain positions (e.g. chair) by a board vote – but not the actual office of director, which requires a members’ resolution.

  
  

5. Practical Steps Summary

1. Check Articles at Companies House.

2. Draft a resolution to remove the director.

3. Give special notice (28 days) to the company.

4. Call or request a general meeting of members.

5. Hold the vote – if more than 50% support removal, the resolution passes.

6. File the change (Form TM01 – Termination of Director) at Companies House.

   
   

Tip: A “vote of no confidence” by itself has no legal effect unless it’s structured as an ordinary resolution under section 168. To remove a director properly, you need to follow the statutory process, or the Articles if they give a specific removal mechanism.