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Appoint resign company director UK - step-by-step guide

Opening paragraphs

Appointing or resigning a company director is a common but important compliance task for every UK limited company. This guide explains how to appoint resign company director UK — from board decisions and documentation to filing the AP01 form or TM01 resignation at Companies House.

Use this page as a practical walkthrough. Always check your company articles, any service contracts, and current Companies House guidance before you act.

When you need to appoint or resign a director

Companies change their boards for many reasons. Typical situations include starting a new phase of growth, replacing an outgoing founder, or removing a director who no longer works with the business. You must follow two sets of steps in most cases:

  • internal company steps to lawfully appoint or accept a resignation
  • external filing steps to update Companies House and public records

Both are important. Failing to update Companies House can cause fines or administrative problems, while poor internal records can create contractual disputes or uncertainty about who can sign company documents.

Before you start: check the rules that apply

Before you appoint resign company director UK, do these checks:

  • Read the company’s articles of association for any special appointment or removal procedures.
  • Review any written service agreement or director contract for notice periods, post-termination obligations or garden leave.
  • Confirm whether the person will be a director, a company secretary, a nominee director or a non-executive adviser. Title affects duties and reporting.

If the director will be paid or start drawing a salary, consider payroll and auto-enrolment obligations early. Speak to an accountant if the appointment will change how PAYE should be set up.

How to appoint a director — step by step

Step 1 – board resolution and consent

  • Call a board meeting or obtain written board resolutions approving the appointment.
  • Get the prospective director’s written consent to act. The Companies Act 2006 requires directors to consent before being appointed.

Record the decision in the company minutes and update the statutory registers.

Step 2 – collect required director details

You will usually need the following information for filing and internal records:

  • full legal name
  • service address (this is the public address shown on Companies House)
  • usual residential address (kept on the private register but disclosed to Companies House)
  • date of birth
  • nationality
  • occupation
  • date of appointment

Check whether the director needs to verify their identity with Companies House under the identity verification regime and follow the process if required. More on verification is available from Companies House: https://www.gov.uk/guidance/verify-your-identity-for-companies-house

Step 3 – update the statutory registers

  • Add the director to the register of directors and record the appointment date.
  • If the new director has significant control, update the PSC register.
  • Keep a copy of the board minute and signed consent forms.

Step 4 – file the AP01 form with Companies House

  • File the AP01 form to notify Companies House of the new director. You can file online via Companies House WebFiling or through third-party software.
  • Make sure the appointment date on the AP01 matches your board minutes.

Note: Companies House publishes a record of directors. You can check the public information at "Get information about a company": https://www.gov.uk/get-information-about-a-company

How to resign a director — step by step

Step 1 – the resignation process and notice

  • Directors can usually resign by giving written notice unless a service contract requires otherwise.
  • The company should accept the resignation and record the director’s last day of office in board minutes.
  • Be aware of contractual notice periods and any clauses about post-resignation restrictions, shares or payments.

Step 2 – update the statutory registers and internal records

  • Record the resignation date in the register of directors.
  • Keep copies of the resignation letter and the board minute acknowledging it.

Step 3 – file the TM01 resignation with Companies House

  • Submit the TM01 form or use an online filing route to notify Companies House of the director’s resignation.
  • Confirm the resignation date and ensure public records reflect it.

Step 4 – consider handover and data access

  • Revoke any company bank signatory permissions and access to systems, email and premises.
  • If the director had access to sensitive accounts or customer data, complete a handover and document retained obligations.

AP01 form and TM01 resignation – practical notes

  • AP01 form is used to record a new director appointment at Companies House.
  • TM01 resignation is the form to notify Companies House when a director leaves.

Both forms can be filed online. Check current guidance on filing methods and ID verification with Companies House before you file. The public company record can be checked via GOV.UK: https://www.gov.uk/get-information-about-a-company

Director appointment Companies House – timing and penalties

Companies House expects changes to director information to be filed promptly so the public register remains accurate. Timescales and penalties can change, so always confirm the current requirements on the Companies House section of GOV.UK.

If you miss a filing requirement, the company may receive a late filing penalty and the public register could be out of date. It is best practice to file AP01 and TM01 forms as soon as your internal records and board minutes are finalised.

Director responsibilities when joining or leaving

Directors have legal duties under the Companies Act 2006 for the period they serve. Key duties include promoting the success of the company, exercising reasonable care, skill and diligence, avoiding conflicts of interest, and acting within powers.

  • New directors should be briefed on the company’s finances, key contracts and any ongoing liabilities.
  • Resigning directors should check for outstanding obligations, indemnities and any continued liabilities for past actions while in office.

If a director is also an employee, remember employment law and notice periods may apply separately from Companies Act obligations.

Practical checklist for company secretaries and founders

  • Review articles of association and director service contracts.
  • Obtain written consent to act for new directors.
  • Prepare board minutes recording appointment or acceptance of resignation.
  • Update the register of directors and PSC register if applicable.
  • File AP01 or TM01 with Companies House and retain proof of filing.
  • Cancel bank mandates and company access for resigning directors.
  • Consider payroll, pension and benefits changes and notify HMRC where required.

For payroll or PAYE questions when a director will be paid, see our Payroll & PAYE service: /services#payroll-paye

Common complications and how to avoid them

  • Conflict with articles of association

  • Check whether the company needs a shareholder resolution for certain appointments or removals.

  • Director disputes or forced removals

  • Removing a director against their will may require careful compliance with articles and possibly legal advice.

  • Identity verification and offshore directors

  • Recent reforms mean identity verification can be required for directors. Follow Companies House guidance: https://www.gov.uk/guidance/verify-your-identity-for-companies-house

  • Tax and employment consequences

  • If the director is paid, review PAYE, pension auto-enrolment and whether termination payments have tax implications. Speak to an accountant for detailed tax advice.

Record keeping and audit trail

Keep a clear audit trail for every appointment and resignation. This includes:

  • signed consent and resignation letters
  • board minutes and resolutions
  • copies of AP01 and TM01 filings or confirmation emails from Companies House
  • amended statutory registers and PSC entries

Good records protect the company, the board and third parties such as banks and investors.

Digital filing and third-party software

You can file AP01 and TM01 using Companies House WebFiling, third-party company secretarial software, or through many accountants. Digital filing is quick and provides electronic confirmation. If you use software, ensure it is up to date and that the submitted details match board minutes exactly.

When to seek professional advice

Seek legal or accounting advice if any of the following apply:

  • there is a dispute between directors or shareholders about an appointment or removal
  • a director’s resignation is linked to allegations of misconduct
  • the appointment affects shareholding or PSC status
  • the company operates across jurisdictions or the director is based overseas

If you need help with the paperwork, filing, or understanding implications for payroll and taxes, our team can assist.

UK tax and legal accuracy

This article is for informational purposes only and does not constitute professional tax or financial advice. Please speak to a qualified accountant before taking action. Information in this article refers to tax year 2026/27 and the Companies House rules that apply at the time of writing. Always confirm current requirements on GOV.UK and Companies House.

Frequently asked questions

Q: What is the difference between filing AP01 form and adding a director in the company minutes?

Filing AP01 notifies Companies House and updates the public register. The company minutes or a board resolution record the internal legal decision. Both steps are needed to ensure internal and public records align.

Q: How do I remove a director who refuses to resign?

Removal can be complex and may depend on the articles of association and any service contract. Often removal requires a shareholder resolution. Seek legal advice if a director will not step down voluntarily.

Q: Do I need to verify my identity to appoint a director?

Companies House introduced identity verification rules that can apply when filing director details. Check the current guidance here: https://www.gov.uk/guidance/verify-your-identity-for-companies-house

Q: Will filing TM01 resignation stop a director from being liable for past actions?

A director’s legal responsibilities generally cover the period they were in office. Filing TM01 updates the public register but does not automatically remove liability for acts committed while they were a director.

Q: What else should I tell HMRC when a director is appointed or leaves?

If the director will be paid, ensure PAYE records and pension arrangements are updated. For detailed payroll administration help, see our Payroll & PAYE service: /services#payroll-paye

Summary and next steps

Appointing or resigning a company director is straightforward if you follow internal procedures, keep clear records and submit the correct AP01 form or TM01 resignation to Companies House. Always check the articles of association and any contracts, verify identity requirements, and update statutory registers.

If you want help with filings, updating your statutory records, payroll changes or board reporting, Figures can support you. Book a discovery call to discuss your situation: /.

Recommended services we often provide:

  • Statutory Accounts & Tax for year-end and filing support: /services#statutory-accounts-tax
  • Payroll & PAYE to set up director pay and deductions: /services#payroll-paye
  • Bookkeeping & Xero to keep the company records accurate during director changes: /services#bookkeeping-xero

If you need immediate help checking filings or preparing minutes, book a discovery call and one of our advisers will walk you through the next steps.