Company registers

These are template registers, for use by a company. This set of company registers includes a register of members, register of directors, register of secretaries, register of directors’ residential addresses, and a PSC register. Keeping proper company registers is important. You must have an up to date set. Failure to do so is an offence committed by both your company and any officers at fault. The template includes three versions of each register your company is legally required to keep. The first version has guidance notes to explain how to fill in your register; the second is an example to demonstrate how the completed register should look; and the third is a blank template for you to fill in for your company (and duplicate as required, depending on how many shareholders/directors/PSCs you have). In your final version registers, you should ensure you delete or replace the guidance notes and examples. You can also get this document as part of the Starting a company toolkit .
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List of common disabilities

This list of common disabilities sets out conditions that are commonly regarded as disabilities. It includes those which always qualify as disabilities, no matter what the actual effects on the individual who suffers from them, and those conditions which are most commonly classed as disabilities, provided there is a substantial or long-term effect on the person’s ability to carry out normal day-to-day activities. This will help you to identify whether a member of your staff has, or may have, a disability. Guidance is available throughout Sparqa to assist you to ensure you do not treat people with disabilities unfairly and you look after their health and safety. You can also purchase this document as part of the Disciplinary toolkit .
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See all solutions
Removal and resignation of directors
Removing a director
Q1:Can my company force a director to step down?

Yes, there is a process you can use to do this; see Q&A 2.

However, forcibly removing a from post will almost always be inadvisable as the is likely to have contractual rights, and additional rights if an , that may leave your exposed to legal action if the removal is disputed. Where your is an , you must be very careful to avoid the terms of their employment and should consider coming to a settlement with them; see Q&A 5 for information.

Be aware that there are circumstances in which a 's appointment will end automatically; these can include where they are in financial difficulties (see Q&A 8), have been charged with or convicted of a criminal offence (see Q&A 9) or are incapacitated and no longer able to fulfil their duties (see Q&A 11).


Q2:What process must my company follow to force a director to step down?

If your has the , only the have the power to remove a from office by passing an at a . A cannot be removed by the passing a ; this is because the whose removal is being proposed has the right to object to removal at the .

The process a with should follow in order to remove a from office is set out below. If your has modified or bespoke , there may be slightly different rules about the removal method, so you should check for this. You should also check any .

Note that there are risks to forcing a to step down, particularly if they are an ; see Q&A 5. A negotiated settlement is often the best option where feasible (see Q&A 7).

The process is:

  1. to notify the board

    One or more , who between them must hold at least 5% of the 's , must notify the that they wish to convene a to propose the removal of a particular from office.

    Upon receipt of the notice from the (s), the must send a copy of it to the concerned and explain that the has the right to object to their removal if they wish to do so; this includes the option of circulating a written statement (see Q&A 4 for further information about the steps the can take).

  2. to pass a

    Next, the needs to pass a in order to call the necessary . This will typically be passed at a , where at least two must be present. Alternatively, the calling a can be passed as a , but such a will only be passed once signed by all (including the whose removal is being proposed) which may not be feasible.

    The must be passed within 21 days of receiving notice from the (s) about the proposed removal. If the fail to call a within this 21 day period, the are able to bypass the and convene a at the 's expense.

  3. Notice of

    There are strict rules about the window in which the can take place, which the will have to bear in mind before settling on the date; see Q&A 3 for information.

    Once the date is settled, notice of the must be sent at the same time to the of the and the in question, including details of the proposed to terminate the 's appointment.

    If the you want to remove writes an objection statement, this should be circulated to the along with the notice. If you get this after the notice has gone out but before the date of the meeting, make sure it is sent to all in advance of the meeting (see Q&A 4 for information about how a can object to being removed).

  4. The must be convened on the date set out in the notice and the proposed to remove the voted on. If the in question opts to be heard at such meeting, or to have a written statement read to the , this should take place before any vote; see Q&A 4 for further information about the 's right to object.

If the to remove the is passed, and the is removed from office, see Q&A 18 for what you need to file at and Q&A 19 for records you need to update.


Q3:What is the time window for holding a general meeting to force a director to step down?

The cannot take place until at least 28 days after the date that the original notice triggering the process was sent by the (s) to the and must take place at least 14 days but not more than 28 days after the date notice of the is circulated to the . See Q&A 2 for more information about sending these notices.

Example: the receive notice from the (s) on 25 June, convene a on 3 July and circulate notice of the to the on the same day. Here, the date of the must be after 23 July (ie at least 28 days after 25 June) but also no later than 31 July (ie within 28 days of 3 July).


Q4:Can directors object to being removed from office?

Yes, a whose removal from office is proposed can object to the removal by doing one or both of the following:

  1. speak at the where the removal is being discussed to explain their objections; and/or

  2. make a written statement, of a reasonable length, setting out objections and ask that the be notified of it. Where possible, this statement should be circulated to in advance of the meeting; but otherwise, the can ask for it to be read out loud at the meeting instead.

If your has bespoke or a , you should check these to see whether they contain any additional rights which might protect the from being removed from office, especially if the is also a . The do not contain any additional rights.

In practice, to avoid matters becoming contentious and complex, you should seriously consider instead a negotiated settlement to deal with stepping down as and also terminate any employment, deal with any held, any potential claims, and settle any outstanding payments. For further guidance, see Q&A 7.


Q5:Can I force a director to step down if they are an employee of my company?

Yes, but bear in mind that if you want to terminate their employment as well as their directorship (as is likely) you need to take care, because have specific legal rights.

Particular things to look out for are as follows:

  1. Check what their says about termination. The could bring a legal claim against you if, for example, you remove them before expiry of the term set out in their contract, or if you fail to pay them for their .

  2. The may contain that to prevent the from working with certain competitors, setting up in competition with you, or poaching your clients or after leaving your . If you the contract (for example by dismissing the without giving the agreed notice or payment in lieu of it), the may be entitled to ignore the restrictions.

  3. All have certain employment rights, including the ability to bring a claim for (provided they have at least two years' service) if they are dismissed unlawfully from employment without a fair reason, or without having followed a fair process.

  4. You must always be careful if your reasons for removing a from post are connected to a ; you could face a claim for if you do.

In practice, to avoid these potential complications, executive are therefore often removed by agreeing to a negotiated settlement; see Q&A 7 for guidance.

For guidance on the process for forcibly removing a from post, see Q&A 2.

For guidance on terminating an employment contract, see Staff dismissals and redundancy.


Q6:How do I force a director to step down if they are a non-executive director of my company?

A is usually more straightforward to remove than an in that the removal will not usually be as disruptive to a -to-day.

However, you must still bear in mind the terms of a 's , such as any , and if possible you should come to an arrangement so that they resign their directorship voluntarily rather than having to forcibly remove them.

You must be careful if your reasons for removing the from post are connected to a , as you could face a claim for if you do.

In the unlikely event that you cannot reach an agreement with a and need to forcibly remove them from their position, see Q&A 2 for information about the process you must follow.


Directors' bankruptcy, criminal offences and incapacity
Q8:Can a director continue in their post if made bankrupt?

No. It is a criminal offence for someone to continue to act as a of your if any of the following apply:

  1. they are an or are subject to an order of the court which places restrictions on in relation to their , known as a restrictions order; or

  2. they are subject to an order of the court which suspends their responsibility to pay their , known as a , or are subject to restrictions under a .

Your 's of association should set out what happens in these situations. Under the , the 's appointment will terminate automatically. If you have bespoke and they do not make a provision for automatic termination, you may need to prompt the to resign (see Q&A 14) or even remove them from post if necessary (see Q&A 2).

However, you must also bear in mind any terms in the 's or . Usually, these will specify that becoming will entitle your to dismiss the on the grounds that to continue to employ them in that position would be illegal, so there should not be a dispute about your entitlement to remove the from post. See Staff dismissals and redundancy for more information.


Q9:Can a director continue in their post if charged with or convicted of a criminal offence?

This depends.

Being convicted of a criminal offence does not necessarily mean that a person is automatically banned from being a , but the court can disqualify them from acting as one if convicted of an offence connected to the running of a or if it finds them to be unfit to manage a , which it may do if convicted of an offence involving dishonesty, for example.

Your 's should set out what happens in these situations. Under the , the 's appointment will automatically terminate if prohibited from acting as a by a court. If you have bespoke and they do not provide for automatic termination, you may need to prompt the to resign (see Q&A 14) or even remove them from post if necessary (see Q&A 2).

In other situations, it is up to you how you handle the matter and this will depend upon the specific circumstances and what sort of crime the has been charged with or convicted of. A who is also an has additional rights and so should be handled with particular care. See Q&A 10 for guidance.


Q10:What should I do if a director of my company is charged with or convicted of a criminal offence?

If the is an , you will need to consider whether terminating their appointment is fair and appropriate in light of their charge or conviction. This is particularly important if the has been by your for two or more years, as they have the right not be .

Bear in mind the following:

  1. A 's , and/or any separate may contain provisions about how to deal with a if charged or convicted of a criminal offence, so you should check these as a first step.

  2. Before deciding to take any action, you should always ensure that you have carried out an investigation to establish the facts and it may be appropriate to suspend the during this period.

  3. Consider whether the offence in question will result in the person being disqualified from acting as a by a court; see Q&A 9.

  4. If it won't result in automatic disqualification, consider whether the offence has any bearing on the 's work. This will depend on the nature of their role; for example, it is unlikely to be fair to remove a charged with a driving offence, unless driving is an essential aspect of their role and no alternative arrangements can be put in place. Offences relating to violence and dishonesty are likely to affect most positions and justify removal.

  5. The action you take is not necessarily influenced by the 's guilt in committing the offence. Indeed, if they have only been charged with the offence then you will not know if they are guilty of committing it or not until a trial has taken place. It may or may not be appropriate to avoid taking any final action until after a trial, but the course you take should be reasonable based on the facts that you know after following a thorough disciplinary procedure.

If in any doubt, you should obtain separate legal advice. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Q11:Can I force a director of my company to step down if unwell or incapacitated?

Yes, potentially.

First, you should check your 's of association, the 's or and/or any separate agreement your has, as these may contain provisions about what to do.

If your has the , these contain a provision about what to do in an extreme case. If a registered medical practitioner who is treating a sends written confirmation to the that the has become physically or mentally incapable of acting as a and may remain so for more than three months, the 's appointment as a will automatically terminate.

In practice, your situation may not be this clear cut and may simply follow concerns that the is not capable of performing the role because of poor health. Whilst there is a process by which you can force a to step down (see Q&A 2), it is likely to be in the best interests of the to attempt to reach a settlement with the in question to avoid disputes; see Q&A 7.

Note that you need to take particular care if the 's poor health amounts to a (see Q&A 12) or if the has permanent health insurance (see Q&A 13).


Q12:What should I do if a director is struggling in their role because of a disability?

You have a legal duty to consider what reasonable adjustments you could put in place to help the carry out their role. It may not be possible to adapt things, and you are only required to do what is reasonable, but if you force a to step down without considering reasonable adjustments, you could be sued for .

A can be anything which has a substantial and long-term effect on the individual’s ability to carry out their day to day activities; some illnesses, including cancer, HIV and MS are disabilities, and mental health issues such as depression can also count as disabilities in some circumstances. You must make your own judgement as to whether the is , although you can and should seek the advice of a doctor or other medical professional. See List of common disabilities for further examples.

Examples of adjustments you may consider making are:

  1. making alternative arrangements for ; for example, changing the location to somewhere that is more accessible for the ;

  2. allowing the to change their duties on the if their means they are unable to continue in the same capacity as before; or

  3. making other adjustments, such as reducing working hours.


Q13:Can I remove a director from their role if they have permanent health insurance?

Yes, but you need to take care when doing so. Permanent health insurance may be dependent on the remaining employed by your , so ending the employment may terminate these rights.

In these circumstances, you could face a claim for the benefits the was receiving under the permanent health insurance, which can be significant sums.

As with any termination of a 's appointment, it is likely to be in the best interests of the to attempt to reach a settlement with the in question to avoid disputes; see Q&A 7 for further information about this.


Resignation of a director
Q14:Can a director resign from office as company director?

Yes, and a is generally free to do so whenever they wish unless there is anything contrary in the 's of association. This would be relatively unusual, and there is nothing to stop a resigning in the .

However, if the has signed a or , they will usually be required to a particular specified in the agreement or letter when resigning.

A who is an is required to give a certain amount of notice; see Q&A 16 for more information.


Q15:How does a director resign from office?

The can give notice to resign either orally or in writing, unless there is any particular process set out in the 's or in a or , in which case the should follow that process unless the agrees otherwise.

There is no particular process set out in the . However, if a only provides verbal notice of resignation, it is good practice to request confirmation in writing, so as to avoid any future uncertainty over if and when the resignation happened.


Q16:How much notice must a director give when resigning?

This depends on what their contract with you says, so you should check this first.

If there is no set out in the contract, then the must give you reasonable notice, which depends on the circumstances. Generally, the longer they have been with you and the more senior they are, the longer the should be.

In practice, it is unusual for a who has resigned to actually remain in the business during their . It is normal for a to agree a negotiated settlement following resignation which may involve either the being paid in lieu of serving notice, or serving all or part of the notice on . In both cases, the would be kept away from the business and should remain subject to any post-termination restrictions contained in their .

See Staff resignations and retirement for more information.


Q17:What should my board do if they receive a notice from a director to resign?

Upon receipt of the notice, it is good practice for the to pass a to acknowledge the resignation and deal with the practicalities associated with the 's departure.

For a template copy of the of a meeting to accept a 's resignation, see Board minutes accepting a director's resignation, and for a template to accept a 's resignation (which will still need to be signed by all , including the in question), see Written board resolution accepting a director's resignation.

Once a 's post terminates, you must make sure you make the relevant filings at (see Q&A 18) and update the relevant and records (see Q&A 19) to record the fact that their appointment has terminated.


Filing and record keeping after a director leaves office
Q18:What documents must I file at Companies House when a director leaves office?

You must notify within 14 days of someone having ceased to be a .

You must do so by using the TM01 form. You can file the form online using the Companies House WebFiling facility (if your is registered for online filing), or otherwise by posting a copy of the form to , Cardiff, CF14 3UZ.

Failing to file the TM01 form in time is an offence and could attract a fine for both the and the who are at fault.

You will also need to update certain following the removal (see Q&A 19) and deal with more general practicalities (see Q&A 20).


Q19:What company registers and records must I update when a director leaves office?

After a 's post terminates, you should update the following registers as soon as possible by removing the 's details:

  1. and

  2. .

If you keep your at your 's (either in electronic or paper form), you can simply update the relevant register on a computer or by hand. If you keep your on the run by , then will update the register when you submit the TM01 form notifying it of the termination; see Q&A 18 for further information.

Failing to update your and after a termination is an offence and can potentially attract a fine for both the and any who are at fault.

See Keeping a register of directors and Keeping a register of directors' residential addresses for more information about setting up and maintaining these registers. For template registers you can use for your business, see Company registers.

In addition, if the in question was also a , you may also need to update your following their departure. In most cases, this will only be relevant if the departing is also a , and is transferring their when they leave. For further guidance, see How to identify and notify people with significant control of a company (PSCs).


Q20:What practical steps should I take when a director leaves office?

In addition to notifying (see Q&A 18) and updating registers (see Q&A 19), there are various practical steps you may need to take after a leaves office:

  1. Your may be a signatory to your bank account. If this is the case, you may need to notify your bank that they are no longer a , and arrange for them to be removed from the account.

  2. If the has dealt with third parties as a representative of the , you may want to inform them that the is no longer your representative, to eliminate the risk that these parties continue to deal with your ex- as though they were still a of your .

  3. You should ensure that you can access any electronic files and records which were previously dealt with or maintained by the , for example by ensuring you know all the passwords.

See Practical steps to take when a staff member leaves for more general practicalities when a leaves.