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 provision that took over this job from the old section 167, which was omitted from the Act on 18 November 2025.
• Who files it: the company, using Form TM01 — never the departing director themselves.
• Missing the deadline is now a named offence. Section 167L makes failure to notify, without reasonable excuse, a criminal offence for the company and every officer in default.
• 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 forthwith, 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: private companies must have at least one director at all times (sections 154–156); a sole director should not resign without a replacement already validly appointed.
• Filing cost: there is no Companies House fee to file a TM01.

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. Only one director's appointment can be terminated per form, and it must be authenticated by a current officer of the company (or, in an insolvency, by the appointed office-holder) — 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. Section 250 of the Companies Act 2006 defines "director" broadly — it "includes any person occupying the position of director, by whatever name called" — but TM01 is only relevant to someone who was formally appointed and appears on the public register. Filing it does not, by itself, end any employment contract, service agreement, shareholding, director's 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 offence in section 167L

The duty to tell Companies House when a director's appointment ends sits in section 167G of the Companies Act 2006. This section was inserted by the Economic Crime and Corporate Transparency Act 2023 (in stages from 26 October 2023, fully in force from 18 November 2025), replacing 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.

What has changed is the consequence of getting it wrong. Under section 167L, it is a specific criminal offence — committed by the company and by every officer of the company who is in default — to fail, without reasonable excuse, to comply with the section 167G notification duty. On summary conviction the penalty is a fine; in Scotland or Northern Ireland that is capped at level 5 on the standard scale, with a daily default fine for continued non-compliance. This replaces the older, vaguer position under which a late TM01 was simply "a default." There is still no fixed monetary penalty scale in the way there is for late accounts, but the point stands: file as soon as the departure is confirmed, because waiting only extends the period during which the offence continues and the public register is wrong.

The same 2023 Act also introduced identity-verification requirements for directors more broadly — covered separately below — and explains why the official TM01 guidance page itself was updated on 18 November 2025, alongside the equivalent AP01 and CH01 forms.

Resignation, retirement, removal and disqualification — four different routes

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 — sections 168 and 312

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 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.
• 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: death, disqualification, and Articles-based triggers

A director's office can also end without a resolution — on death, or under a specific Articles provision (bankruptcy or mental incapacity clauses are common examples). Disqualification is a related but distinct route, and it is worth being precise about how it actually operates. Disqualification arises under the Company Directors Disqualification Act 1986, typically after a court order or an accepted disqualification undertaking following unfit conduct (trading while insolvent, failing to keep proper accounting records, or misusing company funds are common grounds). Insolvency Service guidance on the effect of a disqualification is explicit that a disqualified person "must resign from any positions you hold as a director" — the order does not itself strike the appointment off the register. The company still has to file the TM01 within 14 days of that resignation (or other lawful cessation) taking effect, and continuing to treat a disqualified person as a director — or letting them act as one — is a further criminal offence for everyone involved.

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.

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 register-integrity trap worth knowing about

Private companies must have at least one director at all times, and public companies at least two, under sections 154 and 155 of the Companies Act 2006. If a company falls below that minimum, section 156 lets the Secretary of State direct it to make the necessary appointment — and failing to comply with that direction is itself an offence.

Where a company has only one director, in practice Companies House's filing process is known to query or reject a TM01 that would leave the register showing no directors at all for that company. The safer sequence is to 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. Getting this the wrong way round risks the company being left without an officer able to run it and, in persistent cases, facing enforcement action or compulsory strike-off by the registrar.

The 2025/2026 identity-verification reforms — what changes for TM01

Since 18 November 2025, identity verification under the Economic Crime and Corporate Transparency Act 2023 has been a legal requirement for company directors, done either directly with Companies House (via GOV.UK One Login) or through an Authorised Corporate Service Provider such as an accountant or solicitor. GOV.UK confirms that new director appointments will not be accepted unless the individual has already verified their identity, and existing directors have a 12-month transition period to verify, ending 18 November 2026.

This mostly affects the incoming side of a director change rather than the outgoing one — a TM01 for someone leaving does not itself require the departing director to have verified their identity. But it matters directly for sole-director successions: if you are appointing a replacement director as part of the same transaction (see above), build their identity verification into your timeline, because an AP01 for an unverified individual will simply be refused.

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, since 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 route is the Companies House online service, which typically updates the register faster than post. A paper TM01 can be sent by post instead, but it takes longer to process. There is no Companies House fee to file a TM01 — check GOV.UK for the current position on any related postal or same-day charges.
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, a disqualification is involved, or a sole-director situation arises. The law described was accurate as at August 2026 and is subject to change — always check GOV.UK and legislation.gov.uk for the current position.

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