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Process & How-To

How to Resign as a Company Director (UK)

How to resign as a UK company director: the resignation letter, TM01 within 14 days, what to do if the company does not file, and the last-director rule.

CorpAssist Compliance Team7 min readUpdated 31 October 2026

To resign as a company director, give the company written notice, then make sure the company files a termination of appointment (form TM01) with Companies House within 14 days. The filing is free. Your name then shows on the register as a resigned director from the date you gave. Resigning does not end your shareholding, does not remove you as a person with significant control and does not cancel responsibilities from the time you were in office. This guide covers the letter, the filing, what to do if the company drags its feet, and the special case of the last director.

Step by Step: How to Resign

  1. Check your articles and contract. The articles of association, a shareholders’ agreement or a service contract may set a notice period or a process.
  2. Write a resignation letter. Address it to the board or the company at its registered office, state that you resign as a director and give the date it takes effect. Sign and date it, and keep a copy.
  3. Hand over. Return company property, passwords and records, and step down from the bank mandate.
  4. The company files TM01. The company must tell Companies House within 14 days of the change. Any remaining director, or a filing agent, can do this online with the authentication code.
  5. Check the register. Search the company on the Companies House register and confirm your appointment shows as resigned with the right date.

What Should a Resignation Letter Say?

Keep it short. It needs:

  • The company’s full name and number
  • A clear statement that you resign as a director
  • The date the resignation takes effect
  • A request that the company files the change with Companies House within 14 days
  • Your signature and the date

If you are also leaving as an employee, deal with that separately: a directorship and a job are two different relationships.

What If the Company Does Not File Your Resignation?

The duty to notify Companies House sits with the company, not with you. If your name still shows as a current director weeks after you left:

  1. Write to the remaining directors and the company secretary, attaching your resignation letter, and ask them to file.
  2. Keep evidence: the letter, emails, proof of delivery.
  3. Contact Companies House for help with your case. GOV.UK’s guidance on being a company director tells directors who want to leave to resign, contact Companies House for support with the termination form, record their efforts to leave and take independent legal advice.

Can the Last Director Resign?

A private limited company must always have at least one director who is a person. If you are the only one, a resignation on its own would leave the company without a director. Your options:

  • Appoint a replacement first. The new director must verify their identity with Companies House before they can be appointed. Both changes can be filed together. See how to appoint or remove a director.
  • Close the company, if nobody will take it on and it has no debts or assets left to deal with.

What Stays With You After You Resign?

RoleDoes resigning as a director end it?What to do
DirectorYes, from the date in your letterCompany files TM01 within 14 days
ShareholderNoTransfer or sell your shares if you want to leave completely
Person with significant controlNo, while you still hold more than 25% or control the companyThe company updates the PSC register once your control ends
EmployeeNoResign under your employment contract
Responsibility for your time in officeNoKeep records of decisions you were part of

Your Companies House personal code stays with you. If you join another company as a director later, you use the same code. More on the role itself in what does a company director do.

Filing the Change for the Company

If you are one of the directors staying on and want the resignation recorded properly, CorpAssist files director resignations and appointments for £49.99 per change. We check the details against the register, file through our Companies House-registered ACSP partner and email you the confirmation.

Get the Resignation on the Register

One short online form for each change:

  • £49.99 per change, with no Companies House fee to add
  • Resignation and replacement appointment filed in the same order
  • A new director’s personal code checked before the appointment is filed
  • Filed through our Companies House-registered ACSP partner, confirmation emailed to you
  • Directors living outside the UK can order online

Frequently Asked Questions

How do I resign as a director of a limited company?

Give the company written notice of your resignation, following any notice rules in the articles or your service contract. The company then tells Companies House within 14 days by filing a termination of appointment (form TM01, free online). Keep a copy of your letter and check the public register afterwards.

Can I resign as a director with immediate effect?

Usually yes, unless the articles of association or a service agreement require notice. Your resignation letter should give the date it takes effect.

What if the company does not tell Companies House I have resigned?

The company has a legal duty to file within 14 days. If it does not, write to the remaining directors reminding them, keep evidence of your resignation and contact Companies House for help. GOV.UK advises directors who are leaving to record their efforts to leave and to take independent legal advice.

Can the only director of a company resign?

A private company must always have at least one director who is a person. If you are the only director, appoint a replacement first, or at the same time, or consider closing the company.

Am I still liable after I resign as a director?

You remain responsible for what happened while you were a director, for example decisions you took and filings that were late on your watch. Resigning stops new responsibilities from building up; it does not wipe out past ones.

If I resign as a director, do I stop being a shareholder?

No. Being a director and being a shareholder are separate. Your shares stay yours until you transfer or sell them. If you hold more than 25%, you also stay a person with significant control.

Rules checked against GOV.UK in October 2026. This guide is general information, not legal advice. CorpAssist is an independent commercial service and is not Companies House or GOV.UK.

Want the director change filed for you?

We file the appointment of a new director or the resignation of an existing one with Companies House. £49.99 per director change. Filed within 1 business day of a complete order.

Want the change filed for you? See our director appointment and resignation service works.