How to remove a director from a UK limited company: the TM01 playbook for 2026

Removing a director from a UK limited company is the filing nobody in the founding team wants to talk about, and the one founders ask us about most quietly. Sometimes it's a clean exit — a non-executive whose term has come to an end, or a co-founder taking a step back to focus on something new. Sometimes it's the opposite: a partnership that has stopped working, a director who has gone silent on emails for six months, or a board that has lost confidence and needs to act.

Either way, the legal mechanism is the same in shape — a resolution, a Companies House filing, an updated statutory register — but the right route through it depends on whether the director is leaving voluntarily, leaving under your Articles of Association, or being removed against their wishes under section 168 of the Companies Act 2006. Pick the wrong route and the removal can be challenged, the filing can be rejected, and you can find yourself paying compensation to the very person you were trying to remove.

This is the plain-English playbook we walk every UK founder through when a director needs to come off the register. It covers the three lawful routes, the TM01 form itself, statutory registers, the duties that survive the departure, and the four mistakes that turn a tidy exit into a six-month dispute.

How a director leaves a UK limited company: the three lawful routes

Companies House does not care why a director is leaving — it just needs the TM01 form within 14 days of the effective date. But the company does care, and so do the courts. There are three lawful routes for a director to come off the register, and each one has a different internal process behind the same external filing.

1. Voluntary resignation. The director chooses to step down and gives written notice in line with whatever their service contract or letter of appointment says.
2. Removal under the Articles of Association. The Articles set out a specific power for the board or the shareholders to terminate a directorship — for example, on bankruptcy, prolonged absence, or a vote of the other directors.
3. Statutory removal by ordinary resolution under s. 168 CA 2006. Shareholders can remove any director by a simple majority vote, regardless of what the Articles or the director's contract say — but only after following a specific notice procedure.

Whichever route you use, the public-facing event is the same: form TM01 (for an individual) or TM02 (for a corporate director) is filed at Companies House within 14 days of the effective termination date, and the statutory register of directors is updated. The rest of this guide walks through each route in detail and then the mechanics of the filing itself.

Route 1: Voluntary resignation

The cleanest exit — and the one most founders eventually use — is a director resigning voluntarily. There is no Companies House form for the director to submit personally; resignation is given to the company, and the company then files the TM01.

What the resigning director should do

• Give written notice of resignation to the company, addressed to the board, stating the effective date.
• Comply with any notice period in their service contract or letter of appointment — typically one to three months for executive directors, often immediate for non-executives.
• Hand back any company property, signing authority, and access to systems on the effective date.
• Sign any agreed exit documentation — settlement agreement, confidentiality letter, IP assignment confirmation.

What the company must do

• Acknowledge the resignation in writing and pass a brief board minute recording the effective date.
• File form TM01 with Companies House within 14 days of the effective termination date.
• Update the statutory register of directors — the legal record, not the public Companies House page.
• Notify the bank, payment processors, HMRC's PAYE if the director was on payroll, and any investor or grant body with information rights.

A resignation is effective on the date stated in the notice, even if the TM01 has not yet been filed. The Companies House filing publishes the change; it does not create it.

Route 2: Removal under the Articles of Association

Most companies' Articles include a list of circumstances in which a person automatically stops being a director, and a power for the rest of the board (or the shareholders) to terminate a directorship in defined situations. Under the Model Articles for private companies (art. 18), a person ceases to be a director the moment any of the following happen:

• They are prohibited from being a director by law (for example, a disqualification under the Company Directors Disqualification Act 1986).
• A bankruptcy order is made against them.
• A composition is made with 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 as a director and may remain so for more than three months.
• They give written notice of resignation to the company.
• They are absent without the directors' permission for more than six months and the directors resolve that their office is vacated.

Bespoke or investor-drafted Articles often add to this list — for instance, automatic termination on breach of a shareholders' agreement, on conviction of a criminal offence, or on ceasing to hold a particular role (a "founder director" provision tied to employment).

Where the Articles trigger automatic vacation of office, the date of termination is the date the trigger occurred — not the date you spotted it. The TM01 still needs to be filed within 14 days of that effective date, and back-filing is an audit red flag, so spot the trigger early.

Route 3: Statutory removal by ordinary resolution (s. 168 CA 2006)

This is the route founders need when a director will not go quietly — and it is the one most often misunderstood. Section 168 of the Companies Act 2006 gives the shareholders the right to remove any director by ordinary resolution (a simple majority of votes cast), regardless of anything in the Articles or in the director's service contract to the contrary. It is a bedrock shareholder power that cannot be contracted out of.

That power is balanced by a strict procedural requirement in section 169: the director being removed has rights of special notice and is entitled to make written representations and to be heard at the meeting. Skip those steps and the resolution is invalid.

The s. 168 procedure, step by step

1. Special notice of the proposed resolution must be given to the company by a shareholder at least 28 days before the general meeting at which it will be considered (s. 312).
2. The company must forthwith send a copy of the notice to the director concerned (s. 169(1)).
3. The company must give notice of the meeting to all members in the usual way, including the resolution text.
4. The director may submit written representations of reasonable length, which the company must circulate to members (s. 169(3)) — or, if circulation is too late, the director can require them to be read out at the meeting (s. 169(4)).
5. The director has the right to attend the meeting and speak on the resolution, even if they are not a member (s. 169(2)).
6. Members vote. A simple majority of votes cast carries the resolution, and the directorship terminates at the moment the resolution is passed (subject to anything specifying a later effective date).
7. The company files form TM01 within 14 days of the effective termination date.

The 28-day special notice clock and the obligation to circulate the director's representations are the two most-skipped steps. Get them wrong and a removed director can apply to court to have the resolution set aside — in the worst cases, with the company on the hook for their costs. If shareholders are split, this is the moment to take legal advice rather than improvise.

Compensation rights survive the removal

Removing a director under s. 168 ends the directorship — it does not automatically end any employment contract or service agreement. Section 168(5) expressly preserves any right to compensation or damages payable in respect of the termination. A director with a fixed-term service contract, or a notice period that has not been served, can still claim damages for breach. Boards sometimes save themselves a vote and a fight by negotiating a settlement agreement first.

Companies House form TM01: the filing itself

Whichever of the three routes ends the directorship, the public step is the same. Form TM01 (Termination of appointment of director) is filed at Companies House within 14 days of the effective termination date. There is no Companies House fee — TM01 is free, online or on paper. Online is processed within minutes; paper takes several working days.

Information you need to file TM01

• Company name and number.
• Director's full name as it appears on the register.
• Date of birth — the day is redacted on the public register; month and year remain visible.
• Date of termination — the actual effective date the directorship ended (resignation date, automatic vacation date, or date the s. 168 resolution passed).
• Authentication code for online filing, or signature of a current director or company secretary for paper.

That is the entire form. It is deliberately short. The complexity sits in the steps that justify it — the resignation letter, the board minute, the s. 168 notice trail, the Articles trigger evidence — and in the records you keep internally afterwards.

Identity verification does not change the TM01

The identity verification regime that came in on 18 November 2025 under the Economic Crime and Corporate Transparency Act (ECCTA) applies to people becoming directors and PSCs, not to people leaving. A departing director does not need a fresh verification to be removed. If you are still wrapping your head around the verification rules generally, our identity verification explainer walks through the two routes (GOV.UK One Login and the ACSP path).

Update the statutory register of directors — and everything else

Companies House publishing the change is the visible bit. The legally authoritative record is your company's internal statutory register of directors, which must be updated to record the date the directorship ended and the route by which it ended. The same applies to the register of directors' residential addresses, which is kept separately and is not public.

A director leaving almost always triggers a chain of related updates. Run through this list before you close the matter:

• PSC register. If the departing director was also a Person with Significant Control — for example, they held more than 25% of the shares or could appoint a majority of the board — their PSC status may also need to change. That is a separate filing (PSC07 to terminate a PSC). Filing HQ's PSC notification service handles the chain in one go.
• Shares. If the director held shares as part of their role, your shareholders' agreement may include a leaver provision requiring those shares to be transferred or repurchased. Share transfers are documented via a stock transfer form and updated in the register of members — see our share transfer guide for the mechanics.
• Bank mandate. Banks generally do not remove a signatory automatically when the TM01 is filed. You must submit a fresh mandate, usually with a copy of the board minute, to take the leaver off signing authority and online banking. Until you do, they can still authorise payments.
• Payment processors and SaaS. Stripe, GoCardless, Xero, Slack, GitHub, AWS — anywhere the leaver has admin access needs to be reviewed. Ownership transfers and access revocation should happen on the effective date.
• HMRC PAYE. If the director was on payroll, payroll software needs to issue a P45 and HMRC needs to be told via the next Full Payment Submission.
• Confirmation statement. The next confirmation statement will reflect the change, but the TM01 must be filed event-driven within 14 days — not batched into the annual confirmation.

The duties that don't end on the day they leave

Founders sometimes treat the TM01 going through Companies House as the final word. It is not. Section 170(2) of the Companies Act 2006 provides that two of the seven statutory directors' duties continue to apply after a person stops being a director:

• s. 175 (avoid conflicts of interest) — continues, as regards the exploitation of any property, information, or opportunity of which the former director became aware while in office.
• s. 176 (no benefits from third parties) — continues, as regards anything done or omitted before the directorship ended.

In practical terms: a director cannot resign on Monday and pitch the company's biggest customer for their new venture on Tuesday using information they only learned at last week's board meeting. The duties survive the departure precisely to stop that. Fiduciary obligations attached to confidential information, IP, and corporate opportunities live on for as long as the information is still confidential or the opportunity is still live.

Insolvency-era exposure also continues. A director who left the board months before a winding-up can still be examined for wrongful trading (s. 214 Insolvency Act 1986) or fraudulent trading (s. 213) in respect of the period when they were on the board.

The four mistakes we see most often

1. Filing TM01 without the underlying paperwork. The form takes minutes; the resignation letter, board minute, or s. 168 notice trail is what proves the termination is valid. If a removed director ever challenges the termination, the company has to evidence the route — and a TM01 with no paper behind it is a long way from helpful.
2. Missing the s. 168 special notice clock. The 28-day notice period is statutory and cannot be waived by a board resolution. If the meeting is held earlier, the resolution is invalid, the director is still on the register, and you may need to start again.
3. Forgetting the leaver was a PSC. A founder departing with their shares almost always changes the PSC picture. Failing to file PSC07 (or PSC02 to update the new majority holder) is a breach of Schedule 1A of the Companies Act 2006 and a common audit finding.
4. Treating the TM01 as the end of the matter. The bank mandate, the SaaS access, the HMRC PAYE, the IP assignments, the laptop and the building pass — all of them are separate steps. The biggest losses we see do not come from the Companies House filing; they come from the director who still had production AWS access two weeks after they left.

What it costs to remove a director

Companies House charges no fee to file form TM01. The cost of a removal sits elsewhere:

• Time to draft and circulate paperwork — board minutes, written resolution or general meeting notice, the resignation acknowledgement.
• Legal fees if the route is s. 168 and the director is contesting, or if a settlement agreement is being negotiated.
• Compensation or notice pay if the director has a service contract that has not been complied with.
• Operational tidying — bank mandate updates, SaaS access changes, P45 issuance, statutory register updates, follow-up filings (PSC07, share transfer).

Where the director is leaving on good terms, the whole thing can wrap in an afternoon and a small admin bill. Where the relationship has broken down, the legal and operational tail can run for weeks. The cleaner the route, the cheaper it is.

Frequently asked questions

Is there a Companies House fee to file TM01?

No. Filing form TM01 to terminate a director's appointment is free, whether you file online or on paper. Online is processed in minutes and is the strongly recommended route.

Can a director resign by simply telling Companies House?

No. Resignation is given to the company, not to Companies House. The director writes to the board (or the company in general), stating the effective date. The company then files the TM01 within 14 days. There is no online "I resign" form a director can submit themselves.

How long do shareholders need to give before removing a director under s. 168?

At least 28 days' special notice must be given to the company before the meeting at which the resolution will be considered (Companies Act 2006, s. 312). The director must also be sent a copy of the notice and given the opportunity to make written representations and speak at the meeting (s. 169).

Do we have to give the director a reason for removal?

Under s. 168, no statutory reason is required — the resolution itself is enough, provided the s. 169 procedure is followed. However, the director can require their written representations to be circulated to shareholders or read out at the meeting, so in practice the reason becomes part of the conversation. A director with a service contract may also have separate employment claims if removal is unreasonable.

Does removing a director end their employment contract?

No. The directorship and the employment contract are legally separate. Section 168(5) preserves any right to compensation or damages on termination of office, and any unfair dismissal or breach-of-contract claims under the employment contract continue to apply. Many companies negotiate a settlement agreement that deals with both at once.

What happens if we file TM01 late?

Filing TM01 outside the 14-day window is a breach of the Companies Act 2006. In serious or repeated cases it can attract criminal liability for the company and its directors, and it shows up as a governance red flag in any due diligence — but Companies House will accept and process a late TM01 without rejecting it.

The Filing HQ way

We built Filing HQ for founders who would rather spend their week building the business than untangling Companies Act procedure. Our director services cover the appointment and the termination side of the register: we draft the right resolution for the right route, file the TM01 the same day we receive the details, update your statutory register of directors, and chain through the PSC, share, and signatory updates that almost always come with a director leaving. If a removal is contested, we'll tell you straight where you need a solicitor — and where you don't.

Most TM01 filings are live on the register within 24 hours of us receiving the resignation letter or board minute. Our packages bundle a full year of Companies House activity into a single annual cost, so director changes — and everything else on the compliance calendar — stop being a Friday-afternoon scramble.