Author: Glenn

When someone agrees to become a director of a UK limited company, they take on a set of legal responsibilities defined under the Companies Act 2006 and other relevant legislation. These duties are not just symbolic – directors have a legal obligation to act in the best interests of the company, its shareholders, and, in certain cases, its creditors.

Statutory duties under the Companies Act

The core legal duties are set out in sections 171 to 177 of the Companies Act 2006. These include:

• Duty to act within powers – Directors must follow the rules set out in the company’s Articles of Association and only use their powers for proper purposes.
• Duty to promote the success of the company – Directors must act in good faith to promote the company’s success for the benefit of its members. This includes considering long-term consequences, employees' interests, the company’s reputation, and its impact on the environment.
• Duty to exercise independent judgement – Directors must make their own decisions and not be unduly influenced by others.
• Duty to exercise reasonable care, skill and diligence – This duty combines objective and subjective standards. A director must show the care, skill and diligence that would be expected from a reasonably diligent person with their knowledge and experience.
• Duty to avoid conflicts of interest – Directors must avoid situations where they have or could have a conflict of interest with the company’s affairs.
• Duty not to accept benefits from third parties – They must not accept benefits that arise from their role as director if it could lead to a conflict of interest.
• Duty to declare interest in a proposed transaction – Directors must declare any personal interest in a transaction or arrangement the company is considering.

Other legal obligations

In addition to the Companies Act duties, directors must ensure that the company complies with its legal responsibilities. This includes filing annual accounts and confirmation statements with Companies House, ensuring tax compliance with HMRC, operating PAYE schemes where appropriate, and observing health and safety laws.

Personal risk and accountability

Directors can be held personally liable for breaches of their duties, particularly if the company becomes insolvent and they have failed to act properly. Disqualification, fines, or even criminal penalties can follow in serious cases.

Accepting a directorship is a serious commitment. Directors must understand their obligations and, if unsure, seek professional advice to avoid legal pitfalls.

An Employment Tribunal confirmed that using an employer's preferred method of communicating with employees to send offensive messages can serve as a ground for dismissal. A claimant was employed from September 2017 as a graduate trainee and then as a software developer until April 2021, at which juncture he was dismissed for gross misconduct. He subsequently brought three grievances during his employment, all of which were dismissed. The issue surrounded ‘Slack’ messages between the claimant and two colleagues sent during working hours using the respondent's systems. The claimant was suspended on 8 January 2021 while still on sick leave, pending a disciplinary investigation.

In a letter dated 15 January 2021, the claimant was invited to a disciplinary hearing. Attached to the letter was a five-page summary of comments alleging inappropriate and offensive language. Despite not attending the disciplinary hearing, the claimant shared his mitigating circumstances on 24 February 2021 and refused to disclose a copy of the Occupational Psychologist's report outlining his disabilities.  The Tribunal concurred that Risby had been correctly applied and that the dismissal was a proportionate response to certain of the respondent's legitimate aims under Section 15(1)(b) of the Equality Act 2010, given the foul and abusive nature of the language directed towards colleagues. The claimant’s medical arguments had, however, not been originally submitted and could not then be produced on appeal to substantiate a direct link between the language itself and the disability.

This judgement is a clear warning that any abuse directed towards colleagues made during working hours using the employer’s preferred communication system can be considered misconduct and result in dismissal. All employees should be cautioned that any miscommunications on work messaging systems are thus potential grounds for dismissal and, while extreme disabilities or mental health conditions might serve as mitigating factors, any claimant will need robust medical evidence to support such a defence.

Tax perks for Furnished Holiday Lets have ended. From April 2025, lettings fall under standard rental rules. Check the transition rules to avoid surprises.

The tax advantages that were previously available to property owners letting their properties as short-term holiday lets, known as Furnished Holiday Lets (FHL), has now ended. The changes took effect on 6 April 2025 for Income Tax and Capital Gains Tax, and on 1 April 2025 for Corporation Tax and Corporation Tax on chargeable gains.

The following is a summary of the key transitional rules that apply as FHL status is phased out and properties are brought under the standard property rental business regime:

• FHLs will no longer qualify for capital allowances but can claim "replacement of domestic items relief." Existing capital allowance pools can still use writing-down allowances, but new any expenditure will follow standard property business rules.
• FHL losses, which could only be offset against future FHL profits, will now be absorbed into the wider UK or overseas property business and offset accordingly.
• Carried-forward FHL losses can still be set against future profits of either the UK or overseas property business as appropriate.
• Eligibility for reliefs like roll-over relief, business asset disposal relief, and gift relief have now ended, however, where criteria for relief includes conditions that apply in a future year these specific rules will not be disturbed where the FHL conditions were satisfied before repeal.
• Business asset disposal relief may still apply if the FHL business ceased before the changes and disposal occurs within the normal three-year period following cessation.
• An anti-forestalling rule, effective from 6 March 2024, blocked the use of unconditional contracts to secure capital gains relief under old FHL rules.

Employers must pay Class 1A NICs on 2024–25 benefits by 19 July (22 July if paying electronically). Avoid penalties by meeting deadlines and using correct references.

Employers are reminded of the upcoming Class 1A National Insurance contributions (NICs) deadline, which applies to most benefits in kind provided to employees during the 2024–25 tax year. These contributions must be paid by 19 July 2025 (or 22 July 2025 if paying electronically) to avoid penalties.

Class 1A NICs are payable by employers on the value of most taxable benefits provided to employees and directors, such as company cars and private medical insurance. They are also due on the portion of termination payments exceeding £30,000, where Class 1 NICs haven’t already been applied.

To ensure payment is correctly allocated, employers must use their Accounts Office reference number as the payment reference and indicate clearly which tax year and month the payment relates to. Note that Class 1A NICs paid in July will always relate to the previous tax year.

There are three key dates to keep in mind for 2024–25 Class 1A NICs:

• 6 July 2025 – Submission deadline for forms P11D and P11D(b) (‘Return of Class 1A National Insurance contributions due’)
• 19 July 2025 – Deadline for postal cheque payments to be received by HMRC
• 22 July 2025 – Deadline for electronic payments to clear into HMRC’s bank account

These contributions are typically due on benefits provided to:

• Company directors and those in controlling positions
• Employees
• Family members or household members of the above

Filing your 2024-25 Self-Assessment return early means faster refunds, better budgeting, and no deadline stress. Do not delay, start gathering your tax details today.

The 2024–25 tax year officially ended on 5 April 2025, with the new 2025–26 tax year beginning on 6 April 2026. While many taxpayers may be tempted to put off dealing with their self-assessment tax return until later this year, or early next year, there are several compelling reasons why filing early makes sense.

HMRC recently reported that nearly 300,000 people submitted their 2024–25 self-assessment returns during the first week of the new tax year, almost ten months before the 31 January 2026 filing deadline.

Filing early doesn’t mean paying early. However, by preparing and submitting your tax return well in advance, you gain the advantage of knowing exactly what you’ll owe by the 31 January deadline. This can be incredibly helpful for budgeting and avoiding any last-minute financial surprises.

Submitting your return early gives your accountant more time to work through the details without the pressure of a looming deadline. If you are due a tax refund, the sooner your return is filed and processed, the sooner you'll receive your money.

The 31 January 2026 is not just the final date for submission of the 2024-25 self-assessment tax return but also an important date for payment of tax due. This is the final payment deadline for any remaining tax due for the 2024-25 tax year. In addition, the 31 January 2026 is also the usual payment date for any Capital Gains Tax due in relation to the 2024-25 tax year and also the due date for the first payment on account for 2025-26. Note that any CGT due on the sale of a second residential property must be paid within 60 days of the sale, not in the following January.

In summary, filing your tax return early offers a clearer financial picture, helps spread the workload, and ensures you’re not caught out by deadlines. If you are due a refund, there’s no reason to wait as filing early means a quicker refund.