Can a Director Resign? How to Remove and Appoint a Director (UK Guide)
Directors leave and join UK limited companies for all sorts of reasons — resignation, removal, or a new appointment — but each route has its own legal process, and getting it wrong can leave your public record inaccurate or your company briefly without a director at all. This guide from Filing Accounts UK covers all three scenarios in one place, using only verified facts from official Companies House and Companies Act 2006 guidance.
At Filing Accounts, we handle director appointments, resignations, and removals for UK small businesses. Always check your company’s current directors on the Companies House public register before making a change.
Can a Director Resign?
Yes. Resignation is voluntary, and a director can step down at any time by giving written notice to the company — typically a resignation letter addressed to the board, stating the effective date. Unless the company’s Articles of Association require a specific notice period, resignation generally takes effect from the date the written notice is received or the date specified in it, not from the date Companies House processes the paperwork.
Importantly, the departing director does not file the Companies House paperwork themselves — the company is responsible for filing Form TM01 to notify Companies House within 14 days. If a director resigns and is concerned the company isn’t filing promptly, they can write to Companies House directly to put the registrar on notice, keeping a dated copy of their resignation letter as evidence.
Special Rule for Sole Directors
If you are your company’s only director, you cannot simply resign — a replacement director must be appointed before or at the same time as your resignation. Every UK private limited company must have at least one director who is a natural person at all times. Companies House will reject a TM01 that would leave a company with zero directors.
Resigning Doesn’t End Your Employment Contract
Filing TM01 only updates the public register of who is a company director — it does not, by itself, terminate any employment contract, service agreement, or shareholding the person holds. A person can stop being a director while remaining an employee, or vice versa; these are separate legal relationships handled under their own terms.
How to Remove a Director
Unlike resignation, removal is involuntary — the director does not want to leave, but the company’s shareholders force the issue. There are two main routes:
Route 1: Ordinary Resolution Under Section 168
Under Section 168 of the Companies Act 2006, shareholders can remove a director before the end of their term by passing an ordinary resolution (a simple majority vote) at a general meeting. This right exists regardless of anything in the director’s service contract. However, the process requires special notice — shareholders must give the company at least 28 days’ notice of their intention to propose the resolution, and the director being removed has the right to make written representations and to speak at the meeting before the vote.
Route 2: Provisions in the Articles of Association
Many companies’ Articles include their own provisions for removing a director — for example, by written resolution of the other directors in certain circumstances. Always check both the Articles and any shareholders’ agreement, as these can add further conditions beyond the statutory Section 168 process.
Filing the Removal
Once the removal has been validly agreed, the company files Form TM01 with Companies House within 14 days — exactly the same form used for a voluntary resignation. The public record does not distinguish between “resigned” and “removed”; TM01 simply records that the director’s appointment has ended.
How to Appoint a Director
Appointing a new director uses Form AP01. Most private companies’ Articles allow the board to appoint a new director by board resolution, without needing a full shareholder vote, though this should be confirmed against your own Articles.
You’ll need the following details to complete AP01:
- Full name and any former names
- Date of birth, nationality, and occupation
- Service address (public) and usual residential address (private)
- The new director’s consent to act
Deadline: Within 14 days of the appointment.
Fee: Free to file online via Companies House WebFiling.
Identity verification: Since 18 November 2025, new directors must complete identity verification with Companies House before their appointment can be registered — via GOV.UK One Login or an Authorised Corporate Service Provider.
For the full step-by-step process, see our detailed guide: How to Change Director in Companies House.
Resign, Remove, or Appoint: Quick Comparison
| Resignation | Removal | Appointment | |
|---|---|---|---|
| Voluntary? | Yes | No | N/A |
| Trigger | Director’s own written notice | Shareholders’ ordinary resolution (s.168) or Articles | Board resolution (usually) |
| Notice required | As set out in Articles, if any | 28 days’ special notice to the company | None statutory |
| Form filed | TM01 | TM01 | AP01 |
| Filing deadline | 14 days | 14 days | 14 days |
| Filing fee | Free | Free | Free |
| Who files it | The company | The company | The company |
What Happens If the Company Doesn’t File TM01?
If a company fails to file TM01 after a director leaves, that person remains listed as a director on the public register. This can create real problems for them — they may appear responsible for filings and decisions made after they actually left, and their liability exposure can be prolonged unnecessarily. Missing the 14-day deadline is also a breach of the Companies Act 2006 in its own right, separate from any issue with the underlying resignation or removal.
Common Mistakes to Avoid
A Sole Director Resigning Without a Replacement
This will be rejected by Companies House, since a company can never be left with zero directors. Appoint the replacement first, or file both AP01 and TM01 together.
Skipping the 28-Day Special Notice for Removal
A Section 168 removal resolution isn’t valid without giving the company the required 28 days’ special notice beforehand, and the director has a statutory right to make representations before the vote.
Assuming TM01 Ends the Person’s Employment
TM01 only updates the Companies House register. Any separate employment contract, service agreement, or shareholding must be dealt with under its own terms.
Leaving the Filing to the Departing Director
TM01 is filed by the company, not the individual director. A resigning director should still keep a dated copy of their resignation letter in case there’s any delay.
Forgetting Identity Verification for New Appointments
An AP01 filing can be delayed if the new director hasn’t completed identity verification first — build this into your onboarding process for new directors.
Frequently Asked Questions
Can a director resign at any time?
Yes, by giving written notice to the company, unless the Articles of Association set out a required notice period. A sole director must arrange a replacement first.
Do shareholders need a reason to remove a director?
No. Under Section 168 of the Companies Act 2006, shareholders can remove a director by ordinary resolution regardless of the reason, subject to giving 28 days’ special notice and the director’s right to make representations.
Does resigning as a director end my employment with the company?
No. Resignation as a director and any separate employment or service contract are different legal relationships, and each must be ended under its own terms.
Who files the TM01 — me or the company?
The company files TM01, not the departing director personally. If you’ve resigned and the company hasn’t filed, you can write to Companies House directly.
How much does it cost to appoint, resign, or remove a director?
All three are free to file online via Companies House WebFiling — AP01 for appointments and TM01 for resignations and removals.
What’s the deadline for filing after a director leaves or joins?
14 days from the effective date of the change, for both TM01 and AP01.
Can a company have no directors, even temporarily?
No. Every UK private limited company must have at least one director who is a natural person at all times.
Need Help With a Director Change? Talk to Filing Accounts UK
Whether you’re resigning, removing a director, or appointing someone new, getting the resolutions, notice periods, and Companies House filings right matters — both for the company and for the director involved. At Filing Accounts, we handle director appointments, resignations, and removals for UK small businesses, so your public record stays accurate and compliant.
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