TM01 Form UK: How to Terminate a Director's Appointment

At a glance

• Filing deadline: 14 days from the date the director's appointment ends, under section 167G of the Companies Act 2006 — the successor to the old section 167, fully in force since 18 November 2025.
• Who files it: the company, using Form TM01 — never the departing director themselves.
• Resignation: normally needs only a board note of the departure; no shareholder vote required unless the Articles say otherwise.
• Removal against the director's will: requires an ordinary resolution of the shareholders under section 168, preceded by special notice of at least 28 clear days under section 312.
• The director's rights: under section 169, the director must be sent the notice, may circulate written representations to shareholders, and is entitled to attend and be heard at the meeting.
• TM01 is not a removal mechanism. It records a termination that has already happened lawfully — it cannot be used to manufacture one.
• Sole directors: most private companies must have at least one director at all times (sections 154–155); a sole director should not resign without a replacement already in place.
• Filing cost: there is no fee to file a TM01, online or on paper.

What Form TM01 does — and does not do

Form TM01 is the official notification to Companies House that someone has stopped being a director of a UK company. Filing it removes the director's name from the current officers shown on the public register and signals that the person no longer holds office or has authority to bind the company going forward.

The form asks for the company's registered number and name, the outgoing director's details exactly as held on the register, and the date their appointment ended. It is signed and submitted by a current officer of the company — typically another director or the company secretary — not by the person leaving.

It is important to be clear about what TM01 is not. It is an administrative record of a termination, not the legal event that causes the termination. The director's appointment has to end through a proper route first — resignation, retirement, automatic cessation, or a valid removal — before there is anything to notify. It also does not, by itself, end any employment contract, service agreement, shareholding, directors' loan, or personal guarantee the person may hold. Those are separate legal relationships that need their own paperwork.

The legal duty to notify: section 167G and the 14-day clock

The duty to tell Companies House when a director's appointment ends sits in section 167G of the Companies Act 2006. This section — inserted by the Economic Crime and Corporate Transparency Act 2023 and fully in force from 18 November 2025 — replaced the older section 167 that many guides (including earlier versions of this one) still reference. The substance of the deadline is unchanged: a notice must be given to the registrar within the period of 14 days beginning with the day on which the person becomes or ceases to be a director.

The 2023 Act also bolted identity-verification requirements onto director notifications more broadly, part of a wider push to make the companies register harder to abuse. That mainly affects new director appointments (Form AP01) rather than terminations, but it explains why the official TM01 guidance page itself was updated on 18 November 2025 "in line with changes to company registers and the launch of mandatory identity verification" — worth knowing if you're cross-checking against older articles or PDFs.

Late filing is a default, not automatically fined like late accounts. There is no fixed statutory penalty scale for a late TM01 in the way there is for late annual accounts. That does not make it low-stakes: failing to notify the registrar is a breach of the company's statutory duty, and persistent or wilful failure to keep the register accurate can lead to enforcement action against the company and, in serious cases, against individual officers, including potential director disqualification proceedings. In practice, file as soon as the departure is confirmed — waiting serves no purpose and only extends the window in which the public register is wrong.

Resignation versus removal: two very different processes

Getting the underlying route right matters more than the TM01 form itself, because it determines what has to happen before the form can honestly be filed.

Resignation

A director can resign at any time by giving written notice to the company, as most companies' Articles (including the Model Articles) provide. This is a unilateral act — the director does not need the board's or the shareholders' permission. The board's job is simply to note the resignation, record the effective date, and arrange the TM01 filing.

Retirement by rotation

Some Articles require directors to retire and stand for re-election on a rotating basis at general meetings. If a director isn't re-elected, their office ends at that point without any separate removal procedure.

Removal by ordinary resolution — section 168

Where the company (acting through its shareholders) wants a director out against that director's will and before their term naturally ends, the route is section 168 of the Companies Act 2006: "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." This overrides any service contract term purporting to prevent removal — though it does not protect the company from a compensation claim for breach of that contract (section 168(5) preserves the director's right to damages).

Section 168 removal has procedural conditions that cannot be skipped:

• Special notice. The resolution requires "special notice" under section 312 of the Companies Act 2006 — at least 28 clear days' notice of the intention to move the resolution, given to the company before the meeting at which it is to be considered. If a meeting is called for a date 28 days or less after that notice is given, the notice is still treated as validly given, but the company must act on it promptly.
• A shareholder vote. An ordinary resolution needs a simple majority of votes cast at the meeting — but check the Articles and any shareholders' agreement for enhanced voting rights (a "Bushell v Faith" clause, for example, can give a director extra votes specifically on their own removal, effectively blocking it).

Automatic cessation

A director's office can also end automatically — on death, on disqualification under directors disqualification legislation, or under a specific Articles provision (for example, bankruptcy or mental incapacity clauses in some companies' Articles). No resolution is needed for these; the TM01 simply records the date the office ended.

The director's right to protest a removal — section 169

If a company is removing a director under section 168, section 169 of the Companies Act 2006 gives the director concerned specific, enforceable rights that the board must respect:

1. Immediate notice. On receipt of notice of the intended removal resolution, the company must "forthwith" send a copy of that notice to the director.
2. Right to circulate written representations. If the director makes written representations of reasonable length and asks for them to be sent to shareholders, the company must state that representations were made in any notice of the resolution, and send a copy of the representations to every member who is sent notice of the meeting — unless they arrive too late to do so.
3. Right to have representations read out. If the representations aren't circulated because they arrived too late or because of the company's own default, the director can require them to be read out at the meeting.
4. Right to attend and be heard. The director is entitled to be heard on the resolution at the meeting itself, whether or not they hold shares.

A court can only restrict these rights on an application by the company or another aggrieved person, and only if satisfied the rights are being abused (for example, to air defamatory material with no real purpose). The court can also order the director to pay some or all of the company's costs of that application.

Practical consequence: a board that removes a director without following sections 168 and 169 — no special notice, no chance to be heard, no representations circulated — has not achieved a lawful removal, whatever a TM01 filed afterwards might say. The director in that position can challenge the validity of the resolution, and Companies House can be asked to look again at a filing that doesn't reflect a genuine, lawfully-effected termination.

Sole directors: a trap worth knowing about

Most private limited companies must have at least one director at all times under sections 154 and 155 of the Companies Act 2006. Where a company has only one director, that person generally cannot resign in a way that leaves the company with no director, unless the Articles specifically permit it (uncommon). Companies House guidance is clear that a TM01 which would leave a company without any director can be queried or rejected.

The practical fix is sequencing: appoint a replacement director first (filing an AP01 for the new appointment), confirm they have validly taken office, and only then file the TM01 for the outgoing sole director. Leaving this the wrong way round risks the company being left officer-less and, ultimately, facing compulsory strike-off by the registrar.

How to file a TM01

1. Confirm the departure route. Establish whether this is a resignation, retirement by rotation, an automatic cessation, or a contested removal under section 168. Each has different paperwork, and — for a section 168 removal — different timing (the 28-day special notice period must run its course before the resolution can even be validly passed).
2. Complete the internal governance step first. Hold a board meeting (or pass a written board resolution) recording the departure and its effective date. For a section 168 removal, this means the special notice, the general meeting itself, the vote, and — if requested — circulating the director's written representations. Keep the signed minutes and resolutions in the company's statutory registers; they are what the company relies on if the filing is ever challenged.
3. Gather the details Companies House needs. The company's registered number, the departing director's full name and details exactly as they appear on the current register, and the precise date their appointment ended. Mismatches between the TM01 and the live register are a common cause of rejection — check the register first.
4. File the TM01. The quickest and cheapest route is the Companies House online service, which usually updates the register within a day or so. A paper TM01 can be posted instead, but it takes considerably longer and cannot be used if the company is in the PROOF scheme. There is no filing fee either way.
5. Tidy up afterwards, inside the 14-day window. Once Companies House confirms the change, update the company's own register of directors, notify the bank and anyone who holds the director out as an authorised signatory, review access to HMRC and payroll systems, and check any contracts or guarantees that name the departing director personally. Don't let the wider tidy-up push the TM01 itself past the 14-day deadline in section 167G — file the notification promptly and handle the rest in parallel.

This guide provides general information about terminating a director's appointment in England and Wales. It is not legal advice and is not a substitute for advice tailored to your specific circumstances — particularly where a removal is contested or a sole-director situation is involved. The law described was accurate as at July 2026 and is subject to change — always check GOV.UK and legislation.gov.uk for the current position.

Last reviewed: July 2026 by a non-practising solicitor · Next review due: July 2027 or on legislative change.