Remove a Director at Companies House (TM01)

A director stops being a director in one of two quite different ways, and the paperwork is not the same. Either they resign — a voluntary act, straightforward — or the shareholders remove them against their will, which requires a meeting, 28 days' notice, and a right for the director to argue their case. Both end with the same form (TM01) inside the same 14-day deadline, but confusing the two routes is how small companies end up with a removal that didn't legally happen.

This guide covers both, in order.

Resignation vs Removal: Which One Are You Doing?

	Resignation	Removal by members
Who decides	The director	The shareholders
Instrument	Written notice to the company	Ordinary resolution at a meeting
Written resolution allowed?	N/A	No — prohibited
Special notice needed?	No	Yes — 28 days
Director's right to respond	N/A	Yes — written representations
Filing	TM01 within 14 days	TM01 within 14 days

If the director is willing to go, take the resignation. It is faster, cheaper, and avoids the entire section 168 procedure. Removal exists for when they won't.

Route 1: The Director Resigns

The mechanics come from your articles, not the Act. Under the model articles, a director's appointment terminates on notice — so the resignation is effective when the notice is given to the company in the manner the articles allow, not when Companies House updates the register.

What to do:

1. Get it in writing. A dated letter or email from the director stating they resign as a director and the effective date. Verbal resignations create disputes about dates, and the date drives the filing deadline.
2. Record it. A board minute noting receipt of the resignation and the effective date. Our board minutes template guide covers the format.
3. File the TM01 within 14 days (see below).
4. Update your internal records. There is no company-kept register of directors to update — ECCTA 2023 s.51 abolished it on 18 November 2025, and the directors' information now sits at Companies House from your filings. Keep your own note of the resignation and its effective date so your records match the TM01.

The one-director problem. A company must have at least one director. If your sole director resigns with nobody appointed in their place, the company is left without one — and the model articles restrict what can then be done to appointing further directors or calling a general meeting so shareholders can appoint one. Sequence it the other way round: appoint the incoming director first, then accept the resignation. Our guide on appointing a director covers the incoming side, including identity verification.

Route 2: The Shareholders Remove the Director

This is the contested route, and section 168 sets out a specific procedure that cannot be shortcut.

It's an ordinary resolution — but it must be at a meeting. Section 168(1): "A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him."

Two things there matter. First, only a simple majority is needed — not 75%. Second, "at a meeting" is doing real work, because section 288(2) expressly bars the written-resolution shortcut: "(a) a resolution under section 168 removing a director before the expiration of his period of office; (b) a resolution under section 510 removing an auditor before the expiration of his term of office" cannot be passed as written resolutions.

This is the single most common error. In a small company where every other decision is handled by written resolution, it's natural to reach for one here. A written resolution purporting to remove a director under section 168 is ineffective, and the person remains a director.

Special notice: 28 days. Section 168(2) requires special notice of a removal resolution. Section 312(1) defines what that means: "the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting".

So the shareholder wanting the removal gives the company 28 days' notice of intention to move the resolution, before the meeting happens. The company then notifies members of the resolution — normally with the notice of the meeting, or if that isn't practicable, at least 14 days before the meeting by newspaper advertisement or another manner the articles allow (s.312(3)).

There is a useful safety valve in s.312(4): if the company calls a meeting for a date 28 days or less after the intention notice was given, "the notice is deemed to have been properly given, though not given within the time required." A company can't defeat a removal resolution by rushing the meeting.

The director gets to answer. Section 169 gives the director the right to be heard at the meeting and to have written representations circulated to members. Skipping this is a procedural defect in the removal.

Removal doesn't cancel their contract. Section 168(5) preserves compensation and damages claims. Removing someone as a director does not terminate their employment, and does not extinguish rights under a service agreement or shareholders' agreement. If the director is also an employee and a shareholder, deal with those separately — and be aware that a removed minority shareholder-director may have an unfair prejudice claim. That's a point to take advice on before acting, not after.

Filing the TM01

Whichever route you took, the company must tell Companies House.

Section 167G requires notice to the registrar where a person ceases to be a director, specifying "the date on which the person became or ceased to be a director of the company", and sets the deadline: "A notice under this section must be given within the period of 14 days beginning with the day on which the person becomes or ceases to be a director."

Section 167G was inserted by the Economic Crime and Corporate Transparency Act 2023 and applies from 18 November 2025. If you are working from older guidance that cites section 167 for this duty, that citation is out of date.

Practical points:

• The form is TM01. File it online through Companies House rather than on paper — it's faster, and if the company is registered with the PROOF scheme paper forms won't be accepted.
• No fee is charged for it. Officer changes do not appear anywhere on the published Companies House fee schedule, which lists incorporation, the confirmation statement, name changes, strike off and the like. If that ever changes it will show on that page first, so check it if you are filing well after this guide's review date.
• The 14 days run from the termination date, not from when you got round to the paperwork. For a resignation that's the effective date in the notice; for a removal it's the date the resolution was passed.
• The date must match your records. A TM01 date that contradicts your own board minute or resolution is the kind of inconsistency that surfaces awkwardly later.

What Else Changes When a Director Leaves

The TM01 is the visible step. Several others are easy to overlook:

• Internal records — there is no longer a company-kept register of directors (abolished on 18 November 2025 by ECCTA 2023 s.51), but keep your own record of who left and when, as at the termination date, so it matches what you filed.
• PSC information — if the departing director was also a person with significant control, or if their departure shifts someone else's control, the PSC position changes and that change is separately notifiable to Companies House. There is no local PSC register to update either; it was abolished on the same date.
• Shares are unaffected. Ceasing to be a director does not affect share ownership. If the departing director is also selling their shares, that's a separate transaction — a stock transfer form if another person buys them, or a share buyback if the company does.
• Authentication and access. Remove their access to WebFiling and any filing software, and check whether they held the company's authentication code.
• Banking and contracts — mandates, signatories, and any authority they held on the company's behalf.
• Next confirmation statement — the officer change should already be on the register by then, but the confirmation statement is your check that it is.

Common Mistakes

Using a written resolution to remove a director. Prohibited by s.288(2). The removal is ineffective and the director stays in post.

Missing the 28-day special notice. A removal resolution passed without special notice under s.312 is not effective.

Denying the director their say. Section 169 gives a right to be heard and to circulate written representations.

Assuming a special resolution is needed. It's an ordinary resolution — simple majority (s.168(1)).

Letting a sole director resign with no replacement. Appoint first, then accept the resignation.

Treating removal as ending everything. Employment, service contracts and shares all survive removal from office (s.168(5)).

Filing late. 14 days from the termination date (s.167G), not from when the paperwork was done.

Key Takeaways

• Resignation and removal are different procedures with the same filing. Take the resignation if you can get it.
• Removal is an ordinary resolution but must be at a meeting — s.288(2) forbids a written resolution.
• Special notice means the company gets 28 days' notice of intention before the meeting (s.312(1)).
• The director has a right to be heard and to circulate written representations (s.169).
• File TM01 within 14 days of the termination date, no fee (s.167G — the post-ECCTA section, not s.167).
• Update your internal records, check whether the PSC position has changed, and handle shares and employment separately.

How CompanyMinder Helps

CompanyMinder does not file the TM01 for you, and it does not strike a departing officer off the record for you. What it does is keep the paperwork and the dates in one place while a departure is in progress. You can generate the board minute that records receipt of the resignation, and put the 14-day TM01 window on the company's filing calendar as a dated reminder, sitting alongside the confirmation statement and accounts dates rather than in your head. Where the departure also moves shareholdings, the transfer is recorded against the register of members, so the holdings and the resulting PSC position follow from the same event instead of being reconstructed from memory later.

A Note on Scope

This is general guidance based on the published Companies Act 2006 (including the amendments made by the Economic Crime and Corporate Transparency Act 2023) and current Companies House procedure. Contested removals, removals involving a director who is also an employee or a minority shareholder, and anything touching a shareholders' agreement carry real legal risk — including unfair prejudice claims — and warrant advice from a solicitor before you act. It is not legal or employment-law advice.

Sources

• Companies Act 2006, s.167G — Duty to notify registrar of changes (14 days)
• Companies Act 2006, s.168 — Resolution to remove director
• Companies Act 2006, s.169 — Director's right to protest against removal
• Companies Act 2006, s.288 — Written resolutions of private companies (exclusions)
• Companies Act 2006, s.312 — Resolution requiring special notice
• GOV.UK — Terminate an appointment of a director (TM01)
• GOV.UK — Company changes you must report
• GOV.UK — Companies House fees