Author: Glenn

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.

Recently, a clear legal precedent confirmed that the nature of an individual's work is determined by the reality of the actual employment relationship rather than by arbitrary titles. Mr. Gooch worked for the British Free Range Egg Producers Association (BFREPA) from 1 November 2011 until 26 April 2024, initially as a Policy Director on a "contracted services basis" for 2.5 days per week. The organisation, originally an unincorporated association, subsequently became an incorporated company in 2023 (BFREPA Ltd.), although the nature of its work was unaltered.

As Mr. Gooch's role evolved, so his compensation increased and, by 2016, he had effectively been promoted to Chief Executive of Services. Throughout his 12.5 years of engagement, he consistently submitted monthly invoices and was paid a retainer due to his self-employed status, without formally establishing a limited company. In February 2023, BFREPA's leadership expressed concern that their arrangement with Mr. Gooch looked remarkably similar to an employment relationship rather than a self-employed contract, even suggesting that the HMRC would likely classify him as an employee. As a consequence [of the evolving employment history of Mr. Gooch], in March 2023, BFREPA elected to give him 12 months' notice of termination, and he continued working until April 2024, at which point his email access was disabled, and he received a letter confirming that his contract would not be renewed. Mr. Gooch duly lodged claims against both defendants for unfair dismissal, unauthorised deductions from wages, unpaid holiday, wrongful dismissal for failure to pay statutory notice, and breach of contract relating to pension auto-enrolment. 

The Tribunal ruled that the claimant was a de facto employee, working under a contract of employment as defined by Section 230(1) of the Employment Rights Act 1996, Section 2 of the Working Time Regulations 1998, and Section 88(2) of the Pensions Act 2008. The Tribunal further concluded that personal service was a core requirement of the contract, one which contained no general substitution clause, and that the extent of the control was consistent with an employer-employee relationship for a senior employee alongside other strong indicators of a permanent employment relationship. The contracts also contained restrictive clauses that limited his ability to work for other companies in the same sector, a feature more commonly found in employment contracts than in contracts for service. 

This ruling provides a clear and detailed example of how a tribunal will look beyond the contractual terms to assess whether a person is an employee or a self-employed contractor. Employers cannot rely on a "contract for services" or a person's self-employed status to avoid the legal obligations of an employer. Instead, tribunals will scrutinise key factors such as the mutuality of the obligations, the degree of control, and the extent of integration in the business. Employers who treat long-term contractors like employees—providing them with a fixed monthly retainer, dictating their hours, and effectively integrating them into the business—risk having them reclassified as employees, and HR departments should ensure that contracts reflect the true nature of the relationship to avoid repercussions.  

Last week, we covered the new requirement for directors and persons with significant control (PSCs) to verify their identities from 18 November 2025. This process will be rolled out over 12 months, with Companies House reaching out directly to companies, providing guidance on what actions need to be taken and the deadlines for each step.

According to Companies House, ID verification is a significant step forward for UK businesses and offers numerous benefits. Ensuring that company directors and PSCs verify their identities, will help make sure that the people setting up, running and controlling companies are who they say they are.

This is intended to:

• improve the accuracy and reliability of data on the register;
• strengthen protections against fraud; and
• support a more transparent and trusted business environment.

This also enhances the credibility of data held by Companies House, which is important for businesses looking to build trust with investors, consumers and potential business partners. A verified presence on the register can help a business demonstrate they are legitimate and professional, helping them stand out in the competitive business landscape.

The introduction of ID verification will also make it harder for fraudsters or criminals to create anonymous corporate structures for illicit activities. This added layer of security strengthens the business environment by reducing the risks associated with fraud and economic crime.

For businesses, being listed on Companies House with verified details can boost credibility, aiding in securing contracts, attracting investors and accessing finance. It can also enhance opportunities for due diligence, helping companies evaluate potential suppliers and customers more confidently.

If you are self-employed and your profits are above £12,570, you may need to pay Class 4 National Insurance, so it is important to understand how the rates and rules apply to you.

Self-employed individuals are usually required to pay Class 4 National Insurance contributions (NICs) if their annual profits exceed £12,570. These contributions are calculated based on profits and are used to fund various state benefits, including the state pension, unemployment benefits and the National Health Service (NHS).

For the current 2025-26 tax year, Class 4 NIC rates are set at 6% on profits between £12,570 and £50,270, with an additional 2% charged on profits above £50,270.

Certain groups are exempt from paying Class 4 NICs, including:

• Individuals under 16 at the start of the tax year.
• Individuals over State Pension age at the start of the tax year. If someone reaches State Pension age during the tax year, they remain liable for Class 4 NICs for the entire tax year.
• Trustees and guardians of incapacitated individuals are exempt from paying Class 4 NICs on that income.

The Class 4 NIC rate is lower than the corresponding rate for employees, who pay 8% on the same income levels. Both employees and the self-employed contribute 2% on income above the higher rate threshold.

The majority of individuals pay Class 4 National Insurance via self-assessment.

If your business has relatively low VATable expenses, the VAT Flat Rate Scheme can simplify your VAT reporting and may also improve cash flow.

The VAT Flat Rate Scheme is designed to simplify VAT accounting for small businesses. Instead of calculating VAT on each sale and purchase, businesses pay a fixed percentage of their total turnover, including VAT. This percentage varies depending on the type of business activity and is set by HMRC.

The scheme reduces the complexity of VAT compliance by eliminating the need for detailed calculations and record-keeping of input VAT on purchases.

To be eligible for the scheme, a business must expect its annual taxable turnover (excluding VAT) to be no more than £150,000 in the next 12 months.

The advantages of the VAT Flat Rate Scheme include:

• Simplified VAT Administration. Businesses don't need to calculate VAT on each sale or claim VAT on most purchases, reducing time and effort involved in VAT reporting.
• Predictability of VAT Payments. The fixed flat rate percentage makes it easier to predict and budget for VAT payments, improving cash flow management.
• Potential Financial Savings. If your business has minimal expenses that are subject to VAT, you may pay less VAT overall compared to the standard VAT method.
• Ideal for Service-Based Businesses. Businesses with minimal goods purchases, such as consultants, IT professionals and freelancers, often benefit the most. This is especially true if they are not classified as limited cost traders.
• 1% First-Year Discount. This temporary discount provides a cash flow boost, which can be especially useful for new or growing businesses. It only applies in the first year of VAT registration.

While the scheme can greatly simplify VAT reporting and reduce administrative burdens, businesses should regularly assess its suitability, as it may not always remain advantageous as a company expands or its circumstances change.