How To Remove a Director From Companies House

Need to remove a director from Companies House? Whether someone has resigned, you’re changing the board after investment, or you need to remove a director for performance or conduct reasons, it’s important to follow the correct legal steps.

In the UK, removing a director isn’t just about filing a form. You’ll want to ensure your board and shareholders follow the Companies Act 2006, your Articles of Association and any Shareholders Agreement, and then make the right filing at Companies House so the public record is accurate.

In this guide, we’ll explain how to remove a director from Companies House, the difference between resignation and removal, which resolutions you need, the forms to file, and common pitfalls to avoid.

When Do You Need To Remove a Director From Companies House?

You need to update the Companies House register whenever a director ceases to hold office. Common scenarios include:

• Voluntary resignation (the director steps down)
• Expiry or termination of a fixed-term appointment
• Removal by shareholders under section 168 of the Companies Act 2006
• Disqualification or ineligibility (e.g. bankruptcy, legal restrictions)
• Death of a director

For each scenario, your company should check three things before you act:

• What your Articles of Association say about director appointments and removals
• What your Shareholders Agreement says about rights, notice or thresholds
• Whether the individual is also an employee, consultant or shareholder (you may need to deal with each role separately)

If you haven’t reviewed your governance documents in a while, it’s worth sense-checking your Articles of Association and any Shareholders Agreement before you begin. This avoids disputes and helps you follow your company’s own rules from the outset.

Director Resignation vs Removal: What’s the Difference?

There are two main routes to take a director off the board:

1) Companies House Director Resignation (Voluntary)

Here, the director chooses to step down. Internally, you’ll typically receive written notice from the director, the board will acknowledge it (often by board resolution) and you’ll set the effective date.

Externally, you must file the “termination of appointment of director” form (TM01) at Companies House within 14 days of the effective date. This is the standard process for a Companies House director resignation where the departure is amicable or routine. For more on director resignations, see Director Resignation.

2) Companies House Removing a Director (Involuntary)

If the director won’t resign, shareholders can remove them via section 168 of the Companies Act 2006. This is a formal process requiring:

• Special notice (at least 28 clear days) of the intention to propose an ordinary resolution to remove the director at a general meeting
• Convening a meeting in accordance with your Articles and the Act
• Allowing the director to make written representations and to be heard at the meeting
• An ordinary resolution (more than 50% of votes cast) to remove the director

Once approved, you’ll file the TM01 to reflect the termination of appointment of director at Companies House within 14 days.

Note: Removing a director from office doesn’t end their employment (if they have an employment contract) or cancel their shares. Deal with each capacity separately.

How To Remove a Director From Companies House: Step-By-Step

Step 1: Check Your Constitution and Agreements

Start by reviewing your Articles of Association and any Shareholders Agreement. These documents can:

• Set out how directors are appointed and removed
• Require certain notice periods or approval thresholds
• Give particular shareholders enhanced rights (e.g. to appoint or veto removal)
• Interact with “reserved matters” that need wider consent

If the documents conflict or are unclear, get tailored advice before proceeding. Acting without authority can invite disputes and claims.

Step 2: Decide The Route (Resignation or Removal)

Ask the director to resign where possible. A clean resignation often saves time, cost and friction. If resignation isn’t forthcoming, you may proceed with removal under section 168 (ordinary resolution with special notice). It’s wise to plan the meeting timeline and paperwork early, especially the special notice requirement.

Step 3: Manage Employment and Service Contracts (If Applicable)

Many directors also have service agreements or employment contracts. Removing a director from office doesn’t automatically terminate that contract. You’ll need to:

• Follow any notice provisions, garden leave, or pay in lieu clauses
• Assess performance or conduct issues and ensure fair process
• Protect the business with post-termination restrictions (confidentiality, non-solicit, etc.)

If you’re dealing with a director who is also an employee, be careful to separate the corporate removal from employment law processes. This distinction is explored in Director or Employee.

Step 4: Approve The Decision Properly

For a resignation, a board resolution acknowledging the resignation and setting the effective date is usually sufficient. For removal, you’ll need to handle the procedural steps and shareholder vote correctly:

• Issue special notice (28 clear days) of the intention to move an ordinary resolution to remove the director
• Convene the general meeting in line with your Articles and the Act
• Allow the director to make representations
• Hold the vote and record the result

Make sure your meeting notices, minutes and resolutions are clear and properly kept. For help structuring decisions, see Board Resolutions and Ordinary vs Special Resolutions.

Step 5: File The Correct Form With Companies House

Once the director has ceased office, file the TM01 (termination of appointment of director) within 14 days of the effective date. You can do this online via WebFiling. If you appoint a replacement, file an AP01 (appointment of director) promptly, ideally the same day.

Important: A private company must have at least one natural person as a director. Don’t leave your company without a director-if you remove the sole director, appoint another at the same time.

Step 6: Update Internal and External Records

After the Companies House filing, update:

• Statutory registers and internal records (including the register of directors)
• Bank mandates and finance platforms
• Key contracts and counterparty notifications (customers, suppliers, landlords)
• Insurance policies and broker records
• Website, marketing materials and access permissions
• Board and shareholder distribution lists, meeting invites and calendars

Companies Act 2006: What Does The Law Require?

The core rules sit in the Companies Act 2006:

• Section 168: Shareholders can remove a director by ordinary resolution (simple majority), but “special notice” is required (28 clear days).
• The director has rights to make representations in writing and to be heard at the meeting.
• You must still comply with your Articles and any binding agreements (e.g. investor rights in a Shareholders Agreement).
• Companies House filings (TM01) must be made within 14 days of the cessation date.

Practically, the most common missteps are around notice, meeting procedure and documentation. Getting the mechanics right is as important as the vote itself. If you haven’t run many general meetings, this is where a quick sanity check can save a lot of back-and-forth; see directors’ meetings for practical pointers (and apply similar discipline for shareholder meetings).

What Do You File At Companies House To Remove a Director?

For Companies House purposes, the key filing to remove a director is the TM01 form, which records the “termination of appointment of director.” A few tips:

• File within 14 days of the effective date.
• Use the exact effective date approved by the board/shareholders.
• Appoint a replacement director (AP01) if the outgoing person was your sole director-keep the company compliant with the requirement for at least one natural person.
• Ensure the name and date of birth match Companies House records to avoid rejections.

If you also change company secretaries or PSC information, make those filings separately. If the outgoing director is also a person with significant control, update the PSC register and Companies House filings accordingly; our guide on People With Significant Control explains how that regime works.

Failure to file on time can amount to an offence by the company and every officer in default, with potential fines. It also leaves the public record incorrect, which can cause confusion with banks, counterparties and regulators.

Director Is Also A Shareholder Or Employee? Handle Each Role Separately

It’s very common for SME directors to wear multiple hats. Be clear about which hat you’re dealing with at each step.

If They’re Also A Shareholder

Removing a director does not remove their shares. If the intention is to tidy up the cap table (for example, when a founder leaves), you may need to arrange a share transfer or a buyback, subject to your Articles and any Shareholders Agreement. Consider:

• A voluntary transfer (for value or nominal consideration)
• A compulsory transfer mechanism (if permitted by your documents)
• A company buyback (follow the statutory buyback procedures and filings)

Each option has specific process and paperwork-if you go down the buyback route, a properly drafted Share Buyback Agreement is key, or you might use a Share Sale Agreement for a transfer to another shareholder or investor.

If They’re Also An Employee Or Contractor

Ending their directorship doesn’t automatically terminate employment or services. Check notice periods, pay, accrued holiday and any disciplinary or performance process you’ve started. Terminating employment without a fair process can expose you to claims. If their director role is ending but employment continues in a different capacity, update their Employment Contract to reflect the new position and responsibilities.

Housekeeping Checklist After You Remove a Director

Beyond filing the TM01, there’s a lot of practical tidying up to protect your business:

• Security and IT: Disable or adjust access to email, shared drives, collaboration tools and code repositories. Collect devices and revoke admin privileges.
• Banks and finance: Update bank mandates, accounting software, card authorisations and payroll permissions.
• Data and confidentiality: Remind the outgoing director of ongoing confidentiality duties. Ensure return or secure deletion of company data and documents.
• Commercial relationships: Notify key suppliers, customers, landlords and partners as needed.
• Company records: Update the register of directors, contract signatory lists and board calendars.
• Public profile: Update the website, biographies and marketing materials to avoid misrepresentation.

If the outgoing director was a key signatory, make sure you’ve put in place robust signing protocols and delegated authority. Where relevant, review who can bind the company and record it properly in your internal governance to avoid disputes.

Common Pitfalls (And How To Avoid Them)

• Removing The Sole Director Without Appointing A Replacement: Every private company must have at least one natural person as a director. If you’re removing the only director, file an AP01 to appoint a replacement on the same day you file the TM01.
• Confusing Office With Employment: Removal as a director does not necessarily end employment. Keep director removal and employment termination on separate tracks to avoid unfair dismissal or wrongful termination risks. See the distinction in Director or Employee.
• Ignoring Articles And Agreements: Your Articles and Shareholders Agreement may grant appointment or veto rights to certain investors or founders. Don’t breach them-review and follow any required steps or consents.
• Missing Notice And Meeting Rules: Section 168 removals require special notice and an ordinary resolution. Failure to follow the timetable or allow representations can invalidate the process. Brush up on resolutions and minute everything clearly.
• Forgetting PSC Or Share Changes: If the outgoing director is also a PSC, update your PSC register and Companies House. If shares are changing hands, use a proper transfer or buyback process with compliant documentation.
• Leaving The Public Record Wrong: File the TM01 within 14 days. Banks, counterparties and regulators rely on Companies House data-keep it current to avoid delays and confusion.

FAQs About Termination Of Appointment Of Director

How Quickly Do We Need To File At Companies House?

Within 14 days of the effective date of termination. Late filings can result in offences by the company and officers in default.

Do We Need The Director’s Signature To Remove Them?

No, not for shareholder removal under section 168. But you must follow the statutory process (special notice, meeting, ordinary resolution) and allow the director to make representations.

Can We Block A Removal Through The Articles?

Shareholders’ statutory removal right under section 168 can’t be excluded by the Articles. However, your Articles or Shareholders Agreement may include nomination rights, weighted voting, or other governance mechanisms that affect board composition and may shape how and when removal occurs.

What If The Director Resigns But We Forget To File?

File the TM01 as soon as possible. Until it’s on the record, Companies House will still show the director as active, which can cause practical and legal headaches. Build a habit of filing immediately after board or shareholder decisions, and keep tidy minutes-see Board Resolutions for good record-keeping practice.

Key Takeaways

• Decide whether you’re dealing with a voluntary Companies House director resignation or an involuntary removal-your process and paperwork will differ.
• Before you act, review your Articles of Association and any Shareholders Agreement so you follow your company’s own rules and avoid disputes.
• For removal under section 168, give special notice (28 clear days), convene a valid meeting and pass an ordinary resolution, allowing the director to make representations.
• File the TM01 (termination of appointment of director) within 14 days. If you remove a sole director, appoint a replacement (AP01) right away to remain compliant.
• If the person is also a shareholder or employee, handle share transfers/buybacks and employment termination separately and correctly-don’t assume removal ends those roles.
• Finish the housekeeping: update internal registers, bank mandates, access permissions and public info so your business stays protected and the public record is accurate.

If you’d like help preparing the right resolutions, running the meeting, or drafting the paperwork (including a buyback or transfer), our friendly team can guide you through the process and keep you compliant from day one. You can reach us on 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.