At a glance
- Check the articles and any service contract
- Give the company written notice of your resignation
- Sole director? Get a replacement appointed first
- The company files form TM01 within 14 days
- Deal with shares, PSC status and guarantees separately
- Check the register shows your end date
In more detail
Check the company's articles first, because they set out how a resignation takes effect.
If you are the only director, arrange a replacement before leaving so the company meets its minimum director requirements.
If an actual resignation has already left a shortfall, it still needs to be reported on time while the shortfall is addressed.
Resigning ends the directorship only: shares, any person with significant control status and personal arrangements with the company carry on until they are dealt with separately.
Check the articles and any service contract
Check two documents before you resign:
| Document | What to look for |
|---|---|
| Articles of association | When a director's appointment ends. Many private companies use the model articles, or articles based on them. If your company has its own articles, read the section on directors, because it may set extra conditions |
| Any service contract or employment contract | A notice period or other terms. Those are a contract question between you and the company, not a Companies House one |
Under article 18 of the model articles, a person stops being a director when the company receives their notice that they are resigning and the resignation has taken effect on its terms. That means you can usually choose the date your resignation takes effect, as long as you tell the company in writing.
Source: Model articles for private companies limited by shares
Give written notice of resignation
A director resignation letter does not need a special form. Write a short, dated letter or email to the company and send it to the registered office and to the other directors, if there are any. Ask the company to confirm in writing that it has received it.
Keep a copy of what you sent and of the acknowledgement. The date the company received your notice and the date your resignation takes effect are the dates that matter later.
- Your full name, as it appears on the Companies House register.
- The company's name and company number.
- A clear statement that you are resigning as a director.
- The date your resignation takes effect.
- Your signature and the date of the letter.
- If you also hold other roles, such as company secretary, say whether you are resigning from those too.
How the company reports your resignation
The company must tell Companies House about changes to its directors within 14 days. For a resignation, it does this on form TM01, 'Termination of appointment of director', giving the date your appointment ended.
TM01 can be filed online or on paper. Companies House says paper forms take longer to process, and a company in the PROOF (protected online filing) scheme should not use the paper form.
After the filing is accepted, the register shows your appointment as resigned with its end date. Your name stays in the company's officer history, because Companies House keeps details of resigned officers on the public register for the lifetime of the company.
Source: Running a limited company: company changes you must report
Can a sole director resign?
A sole director can resign, but the company must address its requirement to have a director. Under the Companies Act 2006, a private company must have at least one director, and at least one must be an individual. If you are the only director, have a replacement appointed before your resignation takes effect. The rules to plan around:
- The new director must agree to act and must verify their identity with Companies House first, because the appointment filing (form AP01) asks for their personal code.
- An actual resignation must still be reported within the applicable deadline even if a replacement has not yet been appointed.
- The same rule applies if you are the last individual director and the only other director is a company. Someone who is an individual has to be appointed first.
Our guide on who can be a company director covers the age limit, disqualification and what to have ready.
Source: Companies Act 2006, section 154: companies required to have directors
Loose ends to check before you go
Resignation ends your legal role as a director, but some personal and practical links to the company can outlast it. Make a note of these and raise them with the company or your own adviser. We flag them here; we cannot advise on them.
- Personal guarantees you have given for the company's loans, overdraft, lease or suppliers. Ask the lender, landlord or supplier whether they continue after you resign.
- Bank mandates and online banking access. Ask the remaining directors to remove you as a signatory.
- HMRC online services, and any agent you authorised for the company. Make sure access is handed over or removed.
- Any director's loan account balance between you and the company. Agree how it will be settled.
- Company property, passwords and records you hold. Return them and keep a note of what you handed over.
Removing a director instead
If the director is not leaving by choice, the shareholders can remove them under section 168 of the Companies Act 2006, by ordinary resolution at a meeting, with special notice. Removal does not take away any right the director has to compensation or damages under a separate contract. That process is set out on our remove a director page, which also files the TM01 once the removal has happened.
Source: Companies Act 2006, section 168: resolution to remove director
If the company does not file the TM01
The legal duty to tell Companies House sits with the company, not with the director who is leaving. If your resignation has taken effect but the register still shows you as a director after 14 days:
- Write to the remaining directors, enclose a copy of your notice and ask them to file TM01.
- Keep proof of when you sent your notice and when the company received it.
- If the company still does not act, contact Companies House to ask what it can do in your situation, and consider legal advice.
Source: Running a limited company: company changes you must report
How SimpleFilings can help
If you are a director filing for the company, we can prepare the TM01 and submit it once you approve it. Our £4.99 SimpleFilings service fee applies. The Companies House fees list does not include a fee for TM01, and you can also file it yourself through the official Companies House service. If a replacement director is needed first, we can file the director appointment too. We do not give legal advice on disputes between directors and companies.
Source: Companies House fees
Frequently asked questions
Can a sole director resign?
Yes, but a private company must always have at least one director, and at least one must be an individual. Appoint a new director first, then the company can report your resignation on form TM01.
Do I need to write a resignation letter to resign as a director?
You need to give the company notice, and doing it in writing gives you a record. A short dated letter or email with your name, the company name and number, a clear statement that you are resigning and the date it takes effect is enough. Check the articles in case they set extra conditions.
How long does the company have to tell Companies House I have resigned?
The company must report changes to its directors within 14 days. It uses form TM01 and gives the date your appointment ended, not the date it files.
Will my name be removed from the Companies House register?
No. Your appointment will show as resigned, with its end date. Companies House keeps details of resigned officers on the public register for the lifetime of the company.
If I resign as a director, do I stop being a shareholder?
No. Directorship and shareholding are separate. Your shares stay yours until they are transferred, and you may still be a person with significant control. Any PSC change is reported to Companies House separately.
Official sources
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- Model articles for private companies limited by shares
- Running a limited company: company changes you must report
- Terminate an appointment of a director (TM01)
- Companies Act 2006, section 154: companies required to have directors
- Companies Act 2006, section 155: companies required to have at least one director who is a natural person
- Companies Act 2006, section 168: resolution to remove director
- Your personal information on the Companies House register
- Appoint a director (AP01)
- Companies House fees
Written and checked by SimpleFilings against these official pages. Last checked . SimpleFilings is operated by ONAF Limited (company number 12589383), an independent firm, not part of Companies House, HMRC or the government.