By
August 11, 2026
How Do I Remove a Director From a UK Limited Company?
A director can leave a UK limited company in several ways.
They might:
Once a director’s appointment ends, the company should notify Companies House and update its internal records.
For a straightforward resignation, the Companies House filing is commonly made using form TM01. Companies House also allows director changes to be filed online.
However, filing TM01 does not itself create a valid removal where the director has not actually resigned or been lawfully removed. The company must first make sure the director’s appointment has legally ended.
This guide explains how to remove a director from a UK limited company and what company owners should consider before making the change.
Yes.
A director can cease to hold office for several reasons.
The simplest situation is usually:
Director resigns voluntarily
↓
Company records resignation
↓
Companies House notified
↓
Director removed from public officer list
A more complicated situation arises when:
Director does not want to leave
but:
Shareholders want to remove them
That can require a formal shareholder process under the Companies Act 2006.
A director can generally resign by notifying the company in accordance with the company’s articles and any contractual requirements.
The resignation should ideally be documented in writing.
For example:
Director sends resignation
↓
Company acknowledges resignation
↓
Company records effective date
↓
Companies House notified
↓
Internal records updated
A clear written record reduces the risk of later disputes about when the director stopped holding office.
Use the actual date the director’s appointment legally ended.
For example, if the director’s resignation states that it takes effect on:
15 September
the Companies House termination filing should normally reflect that date.
Do not simply use the date the TM01 is submitted if the appointment actually ended earlier.
TM01 is the Companies House form used to notify the registrar that a director’s appointment has ended.
It can be used for termination of the appointment of an individual or corporate director.
For many ordinary companies, it is quicker to file the termination online rather than using the paper form.
Yes.
Companies House provides online services for changing company officers, including ending a director appointment.
For online filing, you may need:
After filing, check the public company record to make sure the change has been registered.
Companies House says changes to company officers should be reported within 14 days of the change.
That includes when a director:
Do not wait until the company’s next confirmation statement.
Yes.
Section 168 of the Companies Act 2006 gives a company the power to remove a director by ordinary resolution at a meeting, despite anything in an agreement between the company and the director.
This is different from a voluntary resignation.
If the director refuses to resign, shareholders may need to use the formal statutory removal process.
An ordinary resolution is generally passed by a simple majority of votes cast by shareholders entitled to vote.
In broad terms:
More than 50% of votes cast in favour
can normally pass an ordinary resolution.
However, director removal has additional procedural requirements.
Do not assume you can simply circulate an ordinary written resolution and remove the director immediately.
Yes.
The Companies Act specifically requires special notice of a resolution to remove a director under section 168.
This is not the same thing as a special resolution.
That distinction is important:
Special notice → procedural notice requirement
while:
Special resolution → resolution requiring a higher voting threshold
A director-removal resolution under section 168 is generally an ordinary resolution, but special notice is required.
The statutory removal process under section 168 generally requires the resolution to be considered at a meeting rather than using the ordinary private-company written-resolution procedure.
Because removal against a director’s wishes can create significant legal and contractual issues, professional legal advice is sensible before beginning the process.
Yes.
The statutory process gives the director procedural protections.
A director facing removal can have rights relating to:
The company should follow the Companies Act carefully.
Ignoring these procedural protections can create disputes about the validity of the removal.
Not necessarily.
This is a very important distinction.
A person can simultaneously be:
Company director
and
Employee
These are separate legal relationships.
Removing someone from the board does not automatically terminate their employment contract.
For example:
Director removed from office
but
Employment contract remains
could mean the individual is no longer a statutory director but remains an employee.
Employment law and contractual rights should therefore be reviewed separately.
Potentially.
Section 168 allows shareholders to remove a director despite contractual arrangements, but the director may still retain rights to compensation or damages if removal breaches a service agreement or other contract.
For example, the company may successfully remove the director from office but still face a claim relating to:
Removal from Companies House does not erase contractual rights.
No.
This is one of the most common misconceptions.
Director
and
shareholder
are separate roles.
A person can stop being a director while continuing to own shares in the company.
For example:
John owns 40% of ABC Ltd
and
John is also a director
If John is removed as a director:
John may still own 40%
unless a separate valid share-transfer, compulsory-transfer or other legal mechanism applies.
TM01 does not transfer shares.
Not automatically.
A Person with Significant Control is determined by ownership and control conditions.
If the former director still owns sufficient shares or voting rights, they may remain a PSC.
For example:
Director removed
↓
Still owns 50% of shares
↓
Likely still a PSC
If PSC status changes, that needs to be dealt with separately.
A company owner cannot simply remove themselves from directorship without considering the requirement for the company to have at least one director.
A private company must generally have at least one natural person acting as director.
If the only director wants to resign, another eligible director may need to be appointed before or as part of the transition.
The same practical issue applies.
If:
ABC Ltd has only one director
and that director resigns,
the company can be left without the required director.
Before accepting or implementing the resignation, review the company’s articles and appointment process and arrange a replacement where necessary.
This is usually simpler.
For example:
ABC Ltd
Director 1 → stays
Director 2 → resigns
The company can normally continue with the remaining director, provided its articles and decision-making requirements allow it.
Check whether the remaining director still has authority to make board decisions alone.
The articles of association should always be reviewed.
They may contain provisions dealing with when a director automatically ceases to hold office.
For example, the model articles contain circumstances in which a person may cease to be a director without needing a shareholder removal process.
A company with bespoke articles may have additional provisions.
Do not assume every UK company operates under identical rules.
Not necessarily.
The answer depends on the articles and circumstances.
The statutory shareholder removal power under section 168 belongs to the company acting through shareholders.
A board cannot simply vote another director off the board unless the articles or another valid legal mechanism provides that power.
This is why checking the company constitution is essential.
A person who becomes disqualified may no longer be legally permitted to act as a director.
The company should ensure Companies House records are updated appropriately and review any actions needed because of the disqualification.
Director disqualification is separate from an ordinary shareholder decision to remove someone.
If a director dies, the company should notify Companies House that their appointment has ended.
Companies House has confirmed that officer changes, including where a director dies, should be reported within 14 days.
The company should also review:
If the deceased director was also the sole shareholder, additional estate and probate issues can arise.
For a genuine resignation, the company does not need the director to personally submit the TM01.
An authorised company filer can notify Companies House.
However, the filing must reflect a termination that actually occurred.
You should not file TM01 merely because you want someone removed if the company has not lawfully ended their appointment.
Companies House provides a process for asking for information to be removed where, for example, a filing was made without the company’s authority or reflects a transaction that did not happen.
An unauthorised termination filing should therefore be challenged promptly.
Keep evidence showing that the person remained validly appointed.
A resigning director may notify the company and ensure the appropriate termination filing is made.
In practice, company officers or authorised agents commonly complete the filing.
If a company refuses to update its records after a genuine resignation, the former director may need to contact Companies House and obtain legal advice about protecting their position.
After the director leaves, update the company’s internal records.
Depending on the circumstances, this can include:
Do not rely only on the Companies House public register.
Yes, where the director had authority over the company bank account.
For example, remove or update:
Companies House removal does not automatically remove bank access.
Potentially, yes.
Review access to:
A former director should not retain company access simply because nobody updated the platform.
When a director leaves, consider company security immediately.
Review:
Removal from Companies House does not disable any digital access.
Depending on the former director’s role, review access and authority relating to:
Companies House and HMRC systems are separate.
The director termination should be reported when it happens rather than waiting for the confirmation statement.
The next confirmation statement should then reflect the updated company information.
No.
Companies House maintains historical officer information.
The individual will normally appear as a resigned director with their appointment and resignation dates.
This is part of the company’s public filing history.
Removing someone as director does not erase the fact that they previously held office.
Potentially, yes.
Resigning does not automatically eliminate responsibility for actions taken while the person was a director.
For example, issues relating to conduct before resignation can still be relevant later.
Likewise, a new director does not rewrite the company’s earlier history.
Yes, a director can potentially resign while the company owes money.
However, resignation does not necessarily remove responsibility for previous conduct.
Where the company is financially distressed or insolvent, directors can have additional duties and should seek professional advice before taking decisions that affect creditors.
Potentially, but the correct procedure must be followed.
If the director agrees to resign, a negotiated departure can often be simpler.
If they refuse, shareholders may need to use the statutory removal process or another valid mechanism under the company’s articles or agreements.
Before beginning a contested removal, review:
Articles
Shareholders’ agreement
Director service agreement
Employment contract
Share ownership
Voting rights
and
Companies Act requirements
A company lawyer should normally be involved in a disputed removal.
The shareholders’ agreement may contain important provisions relating to:
Removing someone from the board without reviewing the shareholders’ agreement can create separate contractual problems.
Potentially, if a valid shareholders’ agreement or articles contain provisions requiring a departing director to offer or transfer their shares.
But this is not automatic.
The share-transfer process is separate from Companies House TM01.
Professional advice is particularly important where significant ownership is involved.
A 50/50 company can create significant difficulties.
If two shareholders each own 50% and one wants to remove the other as director, neither side may have enough voting power to pass an ordinary resolution alone.
The position may depend on:
A contested 50/50 dispute generally requires legal advice.
Suppose ABC Ltd has three directors.
One director decides to leave.
The process could be:
Director sends written resignation
↓
Company records effective date
↓
Company updates internal records
↓
TM01 filed
↓
Companies House register updated
↓
Bank and system access removed
This is usually the simplest type of director departure.
Suppose a director refuses to resign.
The company’s shareholders want them removed.
The company may need to:
Check articles and agreements
↓
Give required special notice
↓
Follow statutory meeting procedures
↓
Allow director their legal rights
↓
Shareholders vote on ordinary resolution
↓
If passed, appointment ends
↓
TM01 filed
↓
Company records updated
Because the procedural requirements matter, legal advice is advisable.
For a voluntary resignation:
Obtain written resignation
↓
Confirm effective date
↓
Update internal records
↓
File TM01
↓
Notify Companies House within 14 days
↓
Check public record
↓
Remove bank/system access
↓
Review PSC/shareholding position
For a contested removal:
Review articles
↓
Review shareholders’ agreement
↓
Review employment/service agreement
↓
Obtain legal advice
↓
Follow section 168 procedure where applicable
↓
Complete shareholder vote
↓
Record resolution
↓
File TM01
↓
Deal separately with employment and share issues
Companies should avoid:
If the director resigns, record the resignation and notify Companies House using the online service or form TM01. If the director refuses to resign, shareholders may need to follow the formal removal procedure under the Companies Act.
TM01 is the Companies House form used to notify the termination of a director’s appointment.
Officer changes should generally be reported within 14 days.
Yes. Section 168 of the Companies Act 2006 allows a company to remove a director by ordinary resolution at a meeting, subject to the required procedure.
No. The statutory resolution is generally an ordinary resolution, but special notice is required.
No. Directorship and share ownership are separate.
Not necessarily. Employment rights and contractual arrangements need to be dealt with separately.
No. They will normally remain visible historically as a resigned director.
Yes. Their location is irrelevant once the directorship has ended, although other company or shareholder relationships may remain.
A private company generally needs at least one director, so a replacement may need to be appointed.
So, how do you remove a director from a UK limited company?
If the director agrees to leave:
Director resigns
↓
Company records resignation
↓
TM01 filed
↓
Companies House updated
That is usually straightforward.
If the director refuses:
Review articles and contracts
↓
Follow the Companies Act removal procedure
↓
Give special notice
↓
Hold shareholder meeting
↓
Pass ordinary resolution if sufficient votes support removal
↓
Notify Companies House
The most important point is:
TM01 records a termination — it does not create a lawful removal by itself.
The director must first have resigned, been validly removed or otherwise ceased office.
Also remember:
Removing director ≠ removing shareholder
Removing director ≠ removing PSC
Removing director ≠ automatically terminating employment
For disputed removals, significant shareholdings or 50/50 companies, specialist company-law advice is strongly recommended before taking action.
This article provides general information only and does not constitute legal, tax, accounting or financial advice. Director-removal procedures depend on the company’s articles, contracts and circumstances. Check current Companies House guidance and obtain legal advice for contested removals.
