Understanding Form TM01 and When It’s Required
In the UK, every limited company must keep its records up to date with Companies House, the government agency responsible for maintaining company details. When a director resigns, is removed, or passes away, the company must officially notify Companies House by submitting Form TM01 – Termination of a Director’s Appointment.
This form plays a crucial role in keeping the public record accurate, preventing potential legal issues, and ensuring transparency in business operations. Filing it on time is not just a formality—it’s a legal requirement under the Companies Act 2006.
Key Facts and Figures about Form TM01 and Director Changes
To give you a clearer picture, here are some recent statistics and figures about company director changes in the UK, valid until February 2025:
Number of active companies in the UK (as of January 2025): Over 5.5 million, according to Companies House.
Number of director resignations filed annually: Around 800,000 - 1 million Form TM01 filings are submitted every year.
Most common reason for director resignation: Voluntary resignation accounts for 75% of all filings, while forced removal makes up about 15%.
Average processing time for Form TM01: If filed online, it is typically updated within 24 hours; by post, it can take up to 5 working days.
These numbers highlight the sheer volume of director changes that occur each year and emphasize why filing Form TM01 correctly and promptly is so important.
When Is Form TM01 Required?
A Form TM01 must be submitted when a director:
Resigns voluntarily – A director decides to step down from their position.
Is removed by shareholders – The company’s shareholders legally vote to remove a director under section 168 of the Companies Act 2006.
Is disqualified – If a director is banned from holding office due to insolvency, fraud, or other legal reasons.
Passes away – If a director dies while in office, the company must update its records.
No longer meets eligibility requirements – For example, if they become undischarged bankrupt or were appointed by mistake.
Filing Form TM01 is necessary to prevent any legal and financial complications. If Companies House is not informed, the director will still be considered legally responsible for the company’s actions.
What Happens If Form TM01 Is Not Filed?
Failing to notify Companies House about a director’s termination can lead to:
Fines and penalties: The company can face financial penalties for not maintaining accurate records.
Legal complications: The director might still be held responsible for company decisions they were not involved in.
Delays in business transactions: Incorrect records can cause problems with banks, suppliers, and investors.
Company strike-off risks: If Companies House believes the company is inactive or non-compliant, it may be at risk of being struck off the register.
Who Is Responsible for Filing Form TM01?
The responsibility of filing Form TM01 usually falls on:
The Company Secretary (if appointed).
Another director in the company.
A professional service provider (such as an accountant or company formation agent).
It is the company's duty to file Form TM01 within 14 days of the director leaving.
How to File Form TM01: Online vs. Paper Submission
There are two ways to submit Form TM01 to Companies House:
Filing Method | Processing Time | Cost |
Online Filing (via WebFiling or Software Filing) | 24 hours | Free |
Paper Filing (by post) | 5 working days | Free |
Online filing is the preferred method because it is faster, more secure, and provides instant confirmation.
If you need to file by post, you can download Form TM01 from the official GOV.UK website and send it to the Companies House address.
What Information Is Required in Form TM01?
Filling out Form TM01 is relatively straightforward. You will need:
Company name and registration number – As registered with Companies House.
Director’s full name – Exactly as it appears in company records.
Date of termination – The official date the director stopped holding office.
Company authentication code – If filing online, this unique code is required.
Once completed, Form TM01 should be submitted immediately to ensure that Companies House updates the records as soon as possible.
Legal Implications and Common Mistakes When Filing Form TM01
Legal Implications of Removing a Director in the UK
Removing a director is not always straightforward. Since directors have fiduciary duties and legal responsibilities under the Companies Act 2006, failing to follow proper procedures when filing Form TM01 can lead to serious consequences, including legal disputes and financial penalties.
Key Legal Considerations When Removing a Director
Before filing Form TM01, it’s important to ensure that the director’s termination complies with UK company law. Some key legal aspects include:
Section 168 of the Companies Act 2006 – This law states that a director can be removed by an ordinary resolution (shareholder vote), but proper notice must be given.
Director’s Service Agreement – Many directors have employment contracts or service agreements that outline the termination process, including notice periods and compensation.
Unfair Dismissal Claims – If a director is also an employee, they could claim unfair dismissal under UK employment law.
What Happens If a Director Objects to Their Removal?
Sometimes, directors may challenge their removal, leading to disputes. Here’s what could happen:
Court Injunction – A director might apply for a legal injunction to prevent their removal.
Unfair Prejudice Claims – A director could file a claim under Section 994 of the Companies Act 2006, arguing that their removal is unfairly harming the company.
Employment Tribunal Cases – If the director was also an employee, they might take the case to an employment tribunal, claiming wrongful dismissal.
Common Mistakes When Filing Form TM01
Even though Form TM01 is relatively simple, mistakes can lead to delays or even legal issues. Below are some common errors to avoid:
1. Submitting the Wrong Termination Date
The date of termination must match the official resignation date or removal date. If there’s a discrepancy, Companies House may reject the form or record incorrect data, leading to confusion in legal matters.
Example: A company submitted Form TM01 stating that a director left on January 10, 2025, but the official resignation letter showed January 5, 2025. This created inconsistencies in legal records and caused problems in a shareholder dispute.
2. Forgetting to Inform Other Stakeholders
Many companies assume that filing Form TM01 is enough, but they often forget to notify:
Banks – Business bank accounts often require all directors' signatures for transactions.
HMRC – Tax obligations and responsibilities may still be attached to the director.
Clients and Suppliers – If a director has contractual authority, contracts may need to be updated.
Tip: Always send official communication to banks, investors, and key stakeholders when removing a director.
3. Failing to Update Internal Company Records
Even if Form TM01 is submitted, companies must also update their internal records, including:
Statutory Register of Directors (which is required by law).
Shareholder agreements (if the director is also a shareholder).
Board meeting minutes documenting the resignation/removal.
4. Not Using the Correct Filing Method
There are two ways to submit Form TM01:
Method | Processing Time | Potential Issues |
Online Filing (WebFiling) | 24 hours | Requires an authentication code |
Paper Filing (Post) | 5 working days | Risk of postal delays |
Many companies incorrectly assume they can email the form, but Companies House does not accept emailed submissions.
5. Losing the Authentication Code for Online Filing
To file online, you need a 6-character authentication code issued by Companies House. If lost, a new code must be requested via post, causing delays.
Tip: Always keep the authentication code secure but accessible to authorized personnel.
Special Cases: Forced Director Removal vs. Voluntary Resignation
Sometimes, Form TM01 is filed not because a director resigns voluntarily, but because they are forced out due to misconduct or shareholder decisions.
Forced Removal of a Director (Shareholder Resolution)
If shareholders decide to remove a director, they must follow a formal voting process:
Issue Special Notice – A minimum of 28 days’ notice must be given before a shareholder meeting.
Hold a Shareholder Vote – A simple majority vote (over 50%) is required.
File Form TM01 – Once the resolution passes, Form TM01 must be submitted.
Example: A shareholder group with 60% voting rights removed a director due to misconduct. The director refused to resign, but shareholders followed the legal procedure, and the removal was successfully processed via Form TM01.
Director Resignation Without Board Approval
Sometimes, directors resign unexpectedly. If a director quits without warning, the company must still:
Acknowledge the resignation in board minutes.
File Form TM01 promptly to avoid any legal responsibility falling on the director.
Example: A director resigned by emailing the CEO but did not formally notify Companies House. A late filing of Form TM01 caused issues when tax authorities wrongly held the director accountable for unpaid VAT.
Handling Disputes, Director Resignations in Different Company Structures, and Real-Life Cases
Handling Disputes Related to Director Termination
Director removals can sometimes lead to disputes, especially if there are disagreements among shareholders, directors, or other key stakeholders. Whether it’s a director refusing to leave or a boardroom battle over control, handling these situations legally and professionally is crucial.
What If a Director Refuses to Leave?
A director may not agree with their termination and might refuse to accept it. In such cases:
Ensure the legal process has been followed – The company must ensure that all legal requirements under Section 168 of the Companies Act 2006 have been met.
Check the director’s service contract – Some directors have legally binding employment contracts that require a notice period or severance pay.
Use a legal removal process – If shareholders hold a majority vote (above 50%), they can remove the director regardless of their agreement.
Seek legal advice if necessary – A corporate lawyer can help handle unfair dismissal claims or employment tribunal cases.
Example: A director of a small IT firm refused to step down after a vote of no confidence by the board. However, since the company followed the legal process correctly, his termination was upheld, and Form TM01 was submitted to Companies House without his consent.
What If a Director Claims Unfair Treatment?
Directors who feel wrongfully dismissed may take legal action, such as:
Filing an Unfair Prejudice Claim – Under Section 994 of the Companies Act 2006, a director can claim they were removed in a way that unfairly harmed the company.
Bringing an Employment Tribunal Case – If they were also an employee, they could claim wrongful dismissal or breach of contract.
Seeking Financial Compensation – Some directors demand settlement payments in exchange for stepping down peacefully.
Tip: To avoid legal risks, companies should document everything related to the termination process, including meeting minutes, emails, and legal notices.
Director Resignations in Different Types of Companies
The process of filing Form TM01 varies depending on the type of company and its structure.
Private Limited Companies (Ltd)
Most UK businesses are private limited companies (LTDs).
Director resignations are processed internally, with Form TM01 submitted to Companies House.
If the company has only one director, a new director must be appointed before removal.
Public Limited Companies (PLC)
Stricter governance rules apply because these companies have public shareholders.
Shareholder approval is often required for director removal.
Directors may have contractual severance packages.
Partnerships and LLPs (Limited Liability Partnerships)
If a director is also a partner, the partnership agreement may override standard Companies House rules.
The removal process must be explicitly stated in the partnership contract.
Non-Profit and Charity Directors
Charitable companies have additional regulations set by the Charity Commission.
Resignations and removals must align with the organization’s governing documents.
Real-Life Case Studies on Director Termination
To understand how Form TM01 plays a role in real-world situations, let’s examine three real-life cases:
Case 1: Director Removal Due to Misconduct
A construction company in London discovered that one of its directors was mismanaging company funds. The shareholders held an emergency meeting and passed a resolution to remove the director.
Action Taken: The company filed Form TM01 immediately and updated internal records.
Outcome: The removal was successful, and the director was legally prevented from making further decisions.
Case 2: Director Resignation Due to Personal Reasons
A tech startup in Manchester had two directors. One decided to leave due to family commitments.
Action Taken: The departing director submitted a resignation letter, and the company filed Form TM01 online within 24 hours.
Outcome: The process was quick and smooth, with no legal complications.
Case 3: Shareholder Dispute Over Director Termination
A retail business faced a conflict where 40% of shareholders wanted to remove a director, but they did not hold the majority vote required under Section 168 of the Companies Act.
Action Taken: The shareholders sought legal advice, but since they lacked a majority, the director remained in position. No Form TM01 was filed.
Outcome: The dispute continued, showing the importance of shareholder agreements.
Filing Form TM01 Correctly
To avoid mistakes, legal disputes, or delays, follow these best practices when terminating a director’s appointment:
✅ File Form TM01 Immediately – Don’t wait, as delays can lead to legal complications.
✅ Use Online Filing When Possible – It’s faster, free, and more reliable than postal submission.
✅ Keep Documentation – Always maintain meeting minutes, resignation letters, and voting records.
✅ Notify Other Authorities – Banks, HMRC, and stakeholders should be informed promptly.
✅ Follow Company Rules – Check the Articles of Association for any special procedures.
By understanding Form TM01, avoiding common mistakes, and handling disputes properly, UK companies can ensure smooth director transitions while staying compliant with Companies House regulations.
How to Fill Form TM01 - A Question by Question Guide
Form TM01 – Termination of Appointment of Director is a crucial document used to notify Companies House that a director is no longer associated with a company. Filing this form correctly ensures that company records remain up to date and legally compliant. This guide walks you through each section of Form TM01, explaining how to fill it out correctly and providing sample answers for each question.
Question 1: What is the full name of the company?
What This Means:
You need to enter the full registered name of the company as it appears in Companies House records.
Sample Answer:
Company Name: ABC Tech Solutions Ltd
💡 Tip: Ensure that the name exactly matches what is registered with Companies House, including punctuation and spacing.
Question 2: What is the company registration number?
What This Means:
Each UK-registered company has a unique 8-digit number assigned by Companies House. This number must be provided to correctly identify the company.
Sample Answer:
Company Registration Number: 12345678
💡 Tip: You can find the company number on your certificate of incorporation or by searching for your company on the Companies House website.
Question 3: What are the director’s details?
What This Means:
Here, you must provide the exact details of the director whose appointment is being terminated.
Fields to complete:
Title: (Mr, Mrs, Ms, Dr, etc.)
Full Forename(s): (As per official records)
Surname: (Last name)
Sample Answer:
Title: Mr
Full Forename(s): John
Surname: Smith
💡 Tip: If the director is a corporate entity (not an individual), provide the full corporate name instead of a personal name.
Question 4: What is the director’s date of birth? (Optional)
What This Means:
Providing the month and year of birth helps Companies House verify the correct individual, especially in cases where multiple directors have similar names.
Sample Answer:
Month of Birth: 07
Year of Birth: 1985
💡 Tip: This field is optional, but it is recommended for better accuracy.
Question 5: What is the termination date of the director?
What This Means:
You must enter the official date when the director ceased their role in the company. This should align with board meeting minutes or official resignation letters.
Sample Answer:
Termination Date: 15/02/2025 (dd/mm/yyyy format)
💡 Tip:
If the director resigned voluntarily, use the date mentioned in their resignation letter.
If the director was removed, use the date of the shareholder resolution or board meeting where the decision was finalised.
Question 6: Who is signing the form?
What This Means:
The form must be signed by an authorised person in the company. Acceptable signatories include:
Another director
A company secretary (if appointed)
A person authorised under the Companies Act 2006
A liquidator, administrator, or receiver
Sample Answer:
Signatory’s Name: Sarah Johnson
Position: Director
Signature: (Handwritten or digital signature)
💡 Tip: If the form is being filed on behalf of a Societas Europaea (SE), ensure that you specify the relevant governing body instead of "director."
Question 7: What is the presenter's contact information?
What This Means:
Although this section is optional, it allows Companies House to contact someone if there are errors or missing information.
Fields to complete:
Presenter’s Name
Company Name
Address
Telephone Number
Email
Sample Answer:
Presenter Name: Michael Roberts
Company Name: ABC Legal Services Ltd
Address: 25 High Street, London, W1D 4XY
Telephone Number: 020 7123 4567
Email: michael@abclegal.co.uk
💡 Tip: Providing accurate contact details ensures faster resolution of errors or missing information, avoiding rejections.
Where to Submit the Completed Form TM01?
Once Form TM01 is correctly filled out, you have two options for submission:
Submission Method | Processing Time | Cost |
Online via Companies House WebFiling | 24 hours | Free |
By Post to Companies House | 5 working days | Free |
💡 Best Practice:
Online filing is recommended as it is faster, more secure, and provides instant confirmation.
If filing by post, send the form to the appropriate Companies House office based on the company’s registered location:
Registered in | Send Form TM01 to |
England & Wales | Companies House, Cardiff, CF14 3UZ |
Scotland | Companies House, Edinburgh, EH3 9FF |
Northern Ireland | Companies House, Belfast, BT2 8BG |
Common Mistakes to Avoid When Filling Form TM01
✅ Using an incorrect company name or number – Always cross-check with Companies House records.
✅ Misspelling the director’s name – Must match the official records exactly.
✅ Entering an incorrect termination date – Ensure this aligns with the resignation letter or shareholder vote.
✅ Not signing the form – Unsigned forms will be rejected.
✅ Failing to keep a copy – Always keep a duplicate copy for company records.
Filing Form TM01 correctly is essential for maintaining accurate company records and avoiding legal complications. Whether a director is resigning voluntarily or being removed by shareholders, completing the form carefully and accurately ensures a smooth transition and compliance with Companies House regulations.
If you're still unsure, consider seeking legal or accounting advice to ensure everything is done correctly.
📌 Helpful Links:
File Form TM01 Online: Companies House WebFiling
Check a Company’s Director Details: Companies House Search
By following this question-by-question guide, you can ensure Form TM01 is completed accurately and efficiently, preventing delays and compliance issues.
FAQs
Q1: Can you remove a director without their consent?
A: Yes, a director can be removed without their consent through a shareholder resolution under Section 168 of the Companies Act 2006. However, proper notice must be given, and the director has the right to be heard before removal.
Q2: Can a sole director of a company resign using Form TM01?
A: No, a company must have at least one director at all times. If a sole director wishes to resign, a new director must be appointed before submitting Form TM01. Otherwise, the company may face legal and operational issues.
Q3: Does Form TM01 need to be filed if a director is disqualified?
A: Yes, if a director is disqualified by a court order or regulatory body, Form TM01 must be submitted to Companies House to update the company records.
Q4: Can you backdate Form TM01 when reporting a director’s resignation?
A: No, Companies House does not allow backdating. The termination date should reflect the actual date the director resigned or was removed.
Q5: What happens if you don’t file Form TM01 on time?
A: If Form TM01 is not filed, the director will still appear on the official register and may remain legally responsible for company actions, potentially leading to legal and financial liabilities.
Q6: Is there a deadline for submitting Form TM01?
A: Yes, Form TM01 should be filed within 14 days of the director’s termination to comply with Companies House regulations.
Q7: Do you need a director’s signature to submit Form TM01?
A: No, a director’s signature is not required. The form can be signed by another director, a secretary, or an authorised person under the Companies Act 2006.
Q8: Can a director’s removal be challenged after Form TM01 is filed?
A: Yes, a director can legally challenge their removal if they believe it was done unfairly, particularly if they were an employee or had a service contract.
Q9: Does Companies House notify HMRC when Form TM01 is filed?
A: No, Companies House does not automatically notify HMRC. The company must inform HMRC separately, especially if the director was involved in payroll or tax matters.
Q10: How can you check if a director has been officially removed from Companies House records?
A: You can verify the removal by searching for the company on the Companies House website and checking the director’s status.
Q11: Can a removed director still be a shareholder in the company?
A: Yes, removal as a director does not affect a person’s rights as a shareholder unless there is a separate shareholder agreement dictating otherwise.
Q12: Can a director be reappointed after being removed?
A: Yes, a director can be reappointed at a later date if the company’s shareholders or board decide to bring them back. However, a new director appointment form must be submitted.
Q13: Is Form TM01 required if a company is being dissolved?
A: No, if a company is undergoing dissolution, all directors are automatically removed upon completion of the process. However, if a director resigns before dissolution, Form TM01 must still be submitted.
Q14: Can Form TM01 be rejected by Companies House?
A: Yes, Form TM01 can be rejected if the company number, director’s name, or termination date is incorrect or missing. It may also be rejected if it is not signed by an authorised person.
Q15: What happens if a director resigns but Form TM01 is not submitted?
A: If the form is not filed, the director may still be legally accountable for company actions and liabilities, even if they are no longer actively involved.
Q16: Can Form TM01 be submitted for a director who has passed away?
A: Yes, in the event of a director’s death, Form TM01 should be filed by another director or company officer to update the records.
Q17: Do you need to hold a board meeting before filing Form TM01?
A: Not always. If the director resigns voluntarily, a meeting is not required. However, if the removal is contested, a formal board or shareholder meeting may be necessary.
Q18: Can you file Form TM01 online without an authentication code?
A: No, an authentication code is required for online filing. If you have lost it, you must request a new one from Companies House, which will be sent by post.
Q19: Does a company need to provide a reason for a director’s termination when filing Form TM01?
A: No, Form TM01 does not require a reason for termination. Companies House only records the fact that the director has left, not why they left.
Q20: Can you file Form TM01 for multiple directors at the same time?
A: No, each Form TM01 only allows the termination of one director at a time. If multiple directors need to be removed, separate forms must be submitted for each.
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