Author: Glenn

Where cryptoasset tokens (also known as cryptocurrency) are held personally, this investment is usually undertaken in the hope of making a capital appreciation in its value or to make particular purchases. 

HMRC is clear that these holdings will usually be subject to Capital Gains Tax (CGT) if there is a gain when disposing of these assets by: 

• selling tokens
• exchanging tokens for a different type of cryptoasset
• using tokens to pay for goods or services
• giving away tokens to another person (unless it is a gift to your spouse, civil partner or charity)

If you have unpaid tax on cryptoasset gains, there is a specific voluntary disclosure service that can be used. This service can be used for exchange tokens (such as bitcoin), NFTs (non-fungible tokens) and utility tokens.

Before making a voluntary disclosure, you will need to: 

• collect information about the cryptoassets you owe tax on; 
• work out how many years you need to declare unpaid tax for; 
• work out the CGT and Income Tax you owe; and 
• work out any interest you owe. 
• work out any penalties you will be liable for 

The number of years you must disclose unpaid tax depends on why it was not paid correctly. If you took reasonable care but still underpaid, you must disclose and pay for the last four years. If you did not take care, you must disclose for six years. However, if you deliberately failed to pay or knowingly gave incorrect information, you must disclose and pay for up to 20 years of unpaid tax.

Your disclosure must include all unpaid tax, interest and penalties. You can use HMRC’s calculators to work out the correct interest and penalty amounts. Once you submit your disclosure, HMRC will usually issue a payment reference number within 15 working days, and you must pay the full amount within 30 days of submitting a disclosure.

After reviewing your disclosure, HMRC will either send you a letter confirming acceptance of your offer or contact you if it cannot be accepted. If HMRC finds that you knowingly provided false or incorrect information, they may reopen your tax affairs and can impose higher penalties.

A Company Voluntary Arrangement (also known as a CVA) is a special arrangement that allows a company with debt problems or that is insolvent to reach a voluntary agreement to pay its business creditors over a fixed period of time.

The arrangement is similar to the Individual Voluntary Arrangement (IVA) that can be used by a sole-trader or self-employed person who is unable to pay their debts.

An application for a CVA can only be made with the agreement of all directors of the company in question or all of the partners of a limited liability partnership (LLP). A CVA can only be created by using the services of an insolvency practitioner. They will be responsible for set up and administration of the arrangement.

Once an insolvency practitioner has been appointed the following steps will take place:

1. The insolvency practitioner will work out an ‘arrangement’ covering the amount of debt the company can pay and a payment schedule. They must do this within a month of being appointed.
2. The insolvency practitioner will write to creditors about the arrangement and invite them to vote on it.
3. A CVA must be approved by creditors representing at least 75% of the debt value of those who vote (rather than 75% of the total overall debt).

If the agreement is approved and the company does not meet the terms of the CVA then any of the creditors can apply to have the business wound up.

A recent ruling has established that temporary worker arrangements do not constitute a single, continuous employment relationship in which workers retain the unfettered right to refuse assignments. This effectively confirms the prerequisite for a mutuality of obligation when accruing tax breaks.

Mainpay engaged temporary workers in the service sector, contending that its employment relationship constituted a single, albeit discontinuous form of employment, effectively rendering its various workplaces transient. Based on this viewpoint, Mainpay reimbursed its workers for travel and subsistence expenses and deducted these amounts from their income for tax purposes. Mainpay also used rounded sums, or benchmark scales, for subsistence expenses without obtaining formal dispensation from HMRC.

HMRC argued that each assignment was a separate instance of employment, making each workplace permanent for the purpose of a given assignment. This meant that travel and subsistence expenses were likely non-deductible without dispensation.

As the two contracts in question (2010 & 2013) were issued more than four years after the relevant tax year, this required HMRC to prove that the loss of tax was "brought about carelessly" by Mainpay so as to justify a six-year extended time limit. The Tribunal ruled in their favour, finding that neither the 2010 nor the 2013 contract constituted overarching contracts of employment, as the workers retained the unfettered right to refuse assignments. This, in turn, meant they lacked the necessary mutuality of obligation in the gaps between assignments. The Tribunal held that each assignment was an instance of separate employment and that the workplaces were therefore, in effect, permanent, making the expenses non-deductible. The Tribunal also found that Mainpay was "careless" in claiming the deductions, particularly in relation to the 2010 contract, because it had relied on vague assurances from employment lawyers.

This contention was escalated to the Court of Appeal, which rejected Mainpay’s argument that the parties’ intention should be decisive in construing the contract, as what essentially mattered was the reality of the arrangement, which was one of intermittent employment. Thus, each assignment was effectively under a separate contract of employment for the purposes of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and, therefore, created a permanent workplace. The Court further upheld the finding that the loss of tax was "brought about carelessly" by Mainpay, validating the extended assessment time limit permitted under the Taxes Management Act 1970 (TMA).  

The case provides a clear distinction between a general agreement that governs future work and an actual contract of employment that lays out the terms under which future, separate contracts of employment will be formed. This type of agreement alone does not create a state of continuous employment. Companies are thus advised to seek advice when creating discontinuous employment frameworks in an effort to minimise tax liabilities.

Many businesses arrange insurance in the early days and then only look at it again when something changes, or when a renewal comes around. The difficulty with this approach is that risks evolve over time, and gaps in cover often only become visible when there is a claim. A short review with an insurance broker can help ensure that your policies reflect how the business currently operates and that protection remains adequate.

Business interruption

Business interruption cover is often misunderstood. It is designed to replace lost income while the business recovers from damage or disruption. The key issue is whether the indemnity period is long enough. If specialist equipment or premises are involved, recovery may take longer than expected. A broker can help evaluate assumptions and adjust cover accordingly.

Cyber risk

Cyber-attacks are now common across all sectors, not just large companies. Standard insurance policies rarely cover data breaches or ransomware incidents. Cyber insurance provides technical support as well as financial cover, which can make a major difference to recovery time.

Directors and officers

Directors and senior managers can face personal claims in relation to decisions they make. Reviewing Directors and Officers cover ensures that the right individuals are protected and that policy limits match the scale of business activity.

Supply chain and contractors

If contractors or suppliers are key to operations, it is worth checking who is responsible for what. Contracts should make insurance obligations clear, and your own policies should reflect any outsourced work.

Asset values and inflation

Rising costs mean many assets are now underinsured. Reassessing replacement values can prevent reduced payouts in the event of a claim.

A brief annual review can provide reassurance and avoid unwelcome surprises. If you would like support preparing for that conversation, we can help.

Taking on the role of a company director is more than holding a title. Directors have legal duties that shape how a company is run, how decisions are made and how risks are managed. These responsibilities exist to protect the business, its shareholders, employees and anyone who deals with the company. Even in a small or family run company, these duties are taken seriously and can have personal consequences if ignored.

Directors must act in the best interests of the company. This means making decisions that support the long term success of the business, rather than personal gain. It also means considering the interests of employees, customers, suppliers and the wider community where relevant. Directors are expected to use reasonable care, skill and judgement. If a director has particular expertise, such as finance or technical knowledge, a higher standard may be applied in those areas.

Financial oversight is a key responsibility. Directors must ensure that accounts are kept up to date, tax filings are made correctly and that the company is solvent. If the company begins to face financial difficulty, directors must take action early. Continuing to trade while knowing the company cannot meet its debts can lead to personal liability.

Directors must also avoid conflicts of interest. If a personal interest overlaps with a business decision, it must be declared. Transparency and good record keeping are essential.

Good governance is not about bureaucracy. It is about understanding the business and managing it responsibly. Regular board discussions, clear financial reporting and practical risk management go a long way to protecting both the company and its directors.