Resigning as a company director
Resigning as a UK company director is procedurally simple: you give notice to the company in the way its articles of association require, and the company must then notify Companies House on form TM01, or online, within 14 days of the resignation taking effect. What matters far more is what resignation does not do: it does not erase liabilities from your time in office. Companies House: form TM01
- How to resign
- Written notice to the company, per its articles
- Telling Companies House
- The company files form TM01 (or online) within 14 days
- Cost
- No filing fee
- Minimum directors
- At least one director (CA 2006 s154), one of whom must be a natural person (s155)
- What survives
- Personal guarantees, overdrawn loan account, liability for past conduct
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The mechanics: notice, then TM01
Check the company's articles of association for any required form of notice, then resign in writing to the board with a clear effective date (a signed letter or email is normal), and keep a copy. There is no fee. The company then reports the termination to Companies House on form TM01 or through the online filing service, within 14 days. If the company fails to file and you still appear on the register, you can send the TM01 evidence to Companies House yourself and ask for the record to be corrected. Your appointment history remains on the public record; resignation ends the role, not the history.
What resignation does not escape
Resignation is not a liability wash. A personal guarantee is a contract with the lender and survives your departure unless the lender releases it. An overdrawn director loan account is money you owe the company, and a liquidator will pursue it whether or not you have resigned. Claims for wrongful trading or misfeasance, and disqualification, all look at your conduct while you were in office, so resigning after the damage does not remove the exposure. And if you keep making management decisions after resigning, you risk being treated as a shadow or de facto director with the same duties as before.
Resigning when the company is in trouble
Directors of struggling companies often see resignation as self-protection. It usually is not. You lose access to information and any influence over what happens next, while keeping full responsibility for everything up to the date you left. If the company later fails, the office-holder reviews the conduct of everyone who was a director in the relevant period, including you. The better sequence is to take advice while you are still on the board, document your decisions, and if the company is insolvent make sure creditor interests come first. See our insolvency tests for where the line is.
Sole directors and companies left without a board
Section 154 of the Companies Act 2006 requires every private company to have at least one director, and section 155 requires at least one director to be a natural person. If you are the only director, resigning without appointing a replacement leaves the company unable to act: banks freeze engagement, filings lapse and Companies House can ultimately strike the company off. If the real goal is to end the company rather than your role in it, the proper routes are a strike off for a clean solvent company or a Creditors' Voluntary Liquidation if it has debts, not abandonment.
Related data
Our guide to director disqualification grounds: Conduct is still reviewed after resignation; these are the common grounds. Every page on our data hub names its official source.
Common questions
Can I resign as a director at any time?
Generally yes. You resign by giving notice to the company in line with its articles, and you do not need shareholder approval to step down. Any service contract you have may have notice terms, but the company cannot force you to remain a director.
Does resigning as a director remove my liabilities?
No. Personal guarantees survive, an overdrawn director loan account remains repayable, and you can still be pursued or disqualified for conduct during your time in office. Resignation ends future duties, not past responsibility.
Can I resign as a director if the company owes HMRC money?
You can, but the tax debt does not follow you out of the door and it does not go away. Your conduct up to resignation can still be reviewed if the company later fails, and any personal exposure you already have, such as a Personal Liability Notice risk or guarantee, is unaffected.
What is the difference between resigning and being removed?
Resignation is your choice, given by notice under the articles. Removal is done to you: shareholders can remove a director by ordinary resolution under section 168 of the Companies Act 2006, with special notice. Either way the company files a TM01 within 14 days.
Companies House still shows me as a director. What do I do?
Chase the company to file the TM01, and if it will not, contact Companies House with evidence of your resignation and ask for the register to be corrected. Keep your dated resignation letter, because it fixes the effective date of your departure.