You resign as a director by giving the company written notice. Under the model articles you stop being a director once the company receives the notice and the resignation has taken effect in accordance with its terms, so you can choose a future date. The company, not you, must then notify Companies House within 14 days under section 167G of the Companies Act 2006, usually on TM01. Resigning ends your future role but not your liability for what happened while you were a director.

How do you resign as a director?

The Companies Act 2006 does not prescribe a resignation procedure; the company’s articles do. Article 18(f) of the model articles for private companies says a person ceases to be a director as soon as “notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms”. Article 22(f) of the public company model articles is in the same terms.

In practice:

  1. Write a short letter or email to the company, addressed to the board or the company secretary, saying you resign as a director and giving the effective date.
  2. Deliver it in a way you can prove, and keep a copy.
  3. Ask the company to confirm when it will file the notice with Companies House, and check the public register afterwards.

Check any service contract, shareholders’ agreement or investment agreement first. These often require notice periods, or link resignation as a director to employment or to selling shares. The office of director and any employment are separate, so resigning one does not automatically end the other.

Who tells Companies House, and by when?

Section 167G(1)(b) puts the duty on the company to give notice when a person ceases to be a director, stating the date. The notice must be given within the period of 14 days beginning with the day the person ceases to be a director (section 167G(6)). Companies House’s form for this is TM01, which it recommends filing online.

If the company does not file, it and every officer in default commit an offence under section 167L. A late filing does not change the date you actually left, but the public register will show you as a director until it is corrected, which is why written proof of the resignation is worth keeping.

Can a sole director resign?

A private company must have at least one director, a public company at least two, and every company must have at least one director who is a natural person (sections 154 and 155). If a resignation leaves the company below these minimums, the Secretary of State can direct it to appoint, within one to three months; failure is an offence by the company and its officers in default (section 156).

The sensible order is to appoint a replacement first and then resign. Under article 11(3) of the model articles, directors below the quorum can still appoint further directors or call a general meeting so that shareholders can. See how to appoint a company director.

Which duties continue after you resign?

Section 170(2) of the Companies Act 2006 keeps two of the general duties alive for a former director:

  • the duty to avoid conflicts of interest (section 175), as regards exploiting any property, information or opportunity that you became aware of while a director; and
  • the duty not to accept benefits from third parties (section 176), as regards things done or omitted before you left.

So resigning in order to take a contract or business opportunity that came to the company’s attention while you were on the board can still be a breach. See directors’ duties under the Companies Act.

What liabilities survive resignation?

The Insolvency Service’s director information hub states that you remain responsible for decisions and actions taken while you were a director, even after you resign or sell the company, and that it can investigate all directors of an insolvent or dissolved company, including those who resigned. The main provisions are:

Liability Why resignation does not end it
Wrongful trading, Insolvency Act 1986 s214 Applies to a person who “is or has been” a director and who was a director when they knew or ought to have concluded insolvent liquidation could not be avoided
Misfeasance, Insolvency Act 1986 s212 Applies to anyone who “is or has been” an officer
Disqualification, CDDA 1986 s6 Covers a person who is or has been a director of a company that becomes insolvent, whether while they were a director or subsequently
Reuse of company name, Insolvency Act 1986 s216 Applies to anyone who was a director in the 12 months before insolvent liquidation, for 5 years
National Insurance personal liability notice, SSAA 1992 s121C Looks at who was an officer at the time of the fraud or neglect
Share of a company’s deliberate inaccuracy penalty, FA 2007 Sch 24 para 19 Turns on whether the inaccuracy was attributable to the officer, not on whether they are still in office

Contracts you signed personally, such as a guarantee of the company’s overdraft or lease, are governed by their own terms, so resigning does not release you unless the lender or landlord agrees.

Does resigning protect you if the company is failing?

Not on its own. The wrongful trading test is applied at the time you were a director, and section 214(3) gives a defence only if, once you knew or ought to have concluded there was no reasonable prospect of avoiding insolvent liquidation or administration, you took every step to minimise the potential loss to creditors that you ought to have taken. Leaving the board without raising concerns, taking advice or putting your view on record is unlikely to show that. The Insolvency Service’s guidance also warns against repaying personally guaranteed debts ahead of other creditors when the company cannot pay all its debts. See wrongful trading and director liability.

Staying involved after resigning creates a different risk. If you keep running the business from behind the scenes, you can be treated as a de facto or shadow director; see shadow and de facto directors.

What does this look like in practice?

Illustration only. Jo is one of three directors. On 3 February 2027 she emails the board giving notice that she resigns with effect from 28 February 2027.

  • She remains a director, with all the duties of office, until 28 February 2027.
  • The company must file TM01 within 14 days beginning with 28 February, so by 13 March 2027.
  • If the company enters insolvent liquidation in August 2027, Jo was a director within the 12 months before liquidation, so section 216 restricts her use of the company’s name for 5 years, and the liquidator can examine her conduct up to 28 February under sections 212 and 214.

What loose ends should you tidy up?

  • Director’s loan account. Settle or agree any balance; see director’s loan account explained.
  • Shares and control. Resignation does not change your shareholding. If you hold more than 25% of the shares or voting rights, you remain a person with significant control and the company’s Companies House record must reflect that.
  • Company property and information. Return documents and devices, and remember the continuing conflict duty under section 170(2).
  • Check the register. Confirm on the Companies House service that your appointment shows as ended on the right date.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.