Quick summary
A non-responsive director does not stop the company functioning, provided the remaining directors can form a quorum under the articles. Most decisions can be made without them. The friction comes from things that need their specific signature or personal code, and from the fact that they remain legally a director, with duties, until they resign or are removed by the members.
It usually starts gently. A message goes unanswered, then a second one. Someone says they saw them in the hallway and they seemed fine. Six months later the building has a director who exists on the public record and nowhere else.
Nobody wants to make it a confrontation, which is precisely why it drifts.
What you can still do
More than people assume. Check your articles for the quorum, but for most companies using the model articles the quorum for a directors' meeting is two, or one where the company has a single director. If two of you can meet and decide, the company can:
- Approve and pay contractors
- Deal with insurance and renewals
- Approve share transfers and update the register of members
- Prepare and approve the confirmation statement and accounts
Their silence is not a veto. That is worth saying out loud in the building, because the belief that everything is stuck is often more damaging than the silence itself.
What genuinely does need them
- Their own resignation. Only they can resign; the others cannot resign on their behalf.
- Their identity verification and personal code. Since the ECCTA reforms, directors verify individually, and nobody can do it for them. If a filing needs their code, it needs them. See what ECCTA means for share of freehold directors.
- A signature on a document that names them, such as some bank mandates.
- Anything the articles require unanimously. Read them; a few older sets do.
The escalation, in order
- Write once, properly. Not another group message. A short letter to their registered service address and their known email, saying plainly what is needed, by when, and what happens next. Keep a copy.
- Minute it. Record at a board meeting that they were notified and did not respond. This matters later.
- Check the articles for automatic vacation of office. Many articles say a director ceases to hold office if they miss board meetings for a defined period without permission. If yours do, and the condition is met, the seat may already be vacant.
- Remove by ordinary resolution of the members if it comes to that. Under section 168 of the Companies Act 2006 members can remove a director by ordinary resolution, but there is special notice of 28 days and the director has a right to make representations. It is procedural and easy to get wrong, so follow it carefully or take advice.
- File the TM01 once they have gone, and update the record.
Why not just leave it
Because a director who has disappeared is still a director. They still carry the duties, and if the company drifts into trouble, they are on the record as having been in office throughout. That is not a comfortable place for them either, which is sometimes the most persuasive thing you can say in the letter.
There is also the practical risk. A small board with one member effectively absent is a board of one or two, and that is exactly the profile most associated with things quietly going wrong: see what predicts strike-off and running your company with one or two people. The related question of what the rest of you are personally exposed to is covered in a plain-English guide to directors' duties.
If the silence is specifically about a share transfer, that has its own fix: when a co-freeholder will not sign.
Frequently asked questions
Can we remove a director who never responds?
Yes, but not by the other directors alone unless the articles provide for it. The general route is an ordinary resolution of the members under section 168, which requires 28 days' special notice and gives the director the right to make written representations. Check your articles first, as they may already provide for automatic vacation of office.
Does an absent director stop us filing the confirmation statement?
Not usually. The statement is filed by the company and the remaining directors can approve it, provided you have a quorum. Where they do block things is any filing that needs their personal code or their own verification status.
Are they still liable while they are not turning up?
Yes. Directors' duties attach to the office, not to attendance. Not participating is not a defence, and in some circumstances a director who fails to inform themselves is in a worse position than one who was actively involved.