Author: Glenn

Under the Companies Act 2006, dividends can only be paid from realised profits, never from capital, no matter what a company’s Articles of Association say.

Dividends can only be paid by a company out of profits available for distribution, not from capital, even if the company’s Articles of Association suggest otherwise. This rule is established under Companies Act 2006, section 830, and forms a key legal restriction on dividend payments.

Profits available for distribution are defined as a company’s accumulated, realised profits (from both revenue and capital), not previously distributed or capitalised, minus its accumulated, realised losses, provided these losses haven’t already been written off through a formal reduction or reorganisation of capital.

HMRC’s internal manuals go further and state that the Act lays down what may be termed the ‘balance sheet surplus’ method of determining profits available for distribution. Under this, a company can distribute the net profit on both capital and revenue at the particular time, as shown by the relevant accounts.

Additional rules apply to certain types of companies including investment and public companies.

The Money Purchase Annual Allowance (MPAA) is a pension rule designed to prevent individuals from gaining double tax relief on pension contributions. It targets situations where someone withdraws money from their defined contribution pension pot and then reinvests it, effectively receiving tax relief on the same funds twice.

The normal annual pension contribution limit is currently £60,000. However, once the MPAA is triggered the pension contribution limit is significantly reduced to the MPAA cap of £10,000 per year.

The MPAA is triggered when you start accessing your pension flexibly, such as by:

• Withdrawing your entire pot as a lump sum (in full or in part).
• Moving into flexi-access drawdown and taking income.
• Buying a flexible annuity.
• Exceeding withdrawal limits under a capped drawdown plan.

It does not usually apply if you:

• Only withdraw up to a 25% tax-free lump sum allowance.
• Buy a lifetime annuity.
• Cash in a small pension pot of less than £10,000.

If applicable, the reduced pension allowance can affect future retirement planning and needs to be considered before making any pension withdrawals.

Company directors have a legal duty to act responsibly and in the best interests of their business. If a director fails to meet these responsibilities, they can face disqualification from acting as a company director for up to 15 years.

Disqualification can result from ‘unfit conduct,’ which includes actions such as trading while insolvent, failing to maintain proper accounting records, neglecting to submit statutory accounts to Companies House, not paying taxes or using company money or assets for personal benefit. It can also occur if a director is subject to bankruptcy or a Debt Relief Order.

The disqualification process typically begins when The Insolvency Service investigates a company involved in insolvency proceedings or responds to complaints. If misconduct is suspected, the director will be informed in writing and given the option to either defend the case in court or voluntarily accept a disqualification through a formal disqualification undertaking. Other authorities including Companies House, the courts or a company insolvency practitioner can also initiate disqualification proceedings.

Once disqualified, an individual cannot be involved in forming, marketing or running a company or be a director of any company registered in the UK or an overseas company that has connections with the UK. Breaking these rules can lead to a fine or imprisonment. Disqualified directors are listed on public registers maintained by Companies House and The Insolvency Service.

The question was raised as to whether, in a tripartite agency relationship, an employment relationship exists between an employee and their intermediary agency. For instance, Ryanair DAC employs some pilots directly, while subcontracting others. A Mr. Lutz successfully applied to an advertisement for pilots and was contracted on 10 August 2017 by MCG Aviation Ltd. (now Storm Global Ltd.). From July 2018 to January 2020, Mr. Lutz served as a Ryanair-contracted pilot based at Stansted, nominally supplying his services through his own Irish company, Dishford Port Ltd., although it is now accepted that his direct relationship was with MCG. 

Following an incident with Ryanair management on 13 January 2020, MCG terminated its contract with Dishford, effectively ending Mr. Lutz's services. He then brought two claims to tribunal with the support of the British Airline Pilots Association (BALPA) concerning annual leave against MCG under the Civil Aviation (Working Time) Regulations (CAWTR) 2004, and also an equal terms claim against both MCG and Ryanair. Through this action, Mr. Lutz was seeking compensation for not being afforded the same working conditions as employed pilots under the Agency Workers Regulations (AWR) 2010. 

The tribunal found in Mr. Lutz's favour, holding that he was a "crew member" employed by MCG under CAWTR and also an "agency worker" under AWR. Subsequent appeals by Ryanair and MCG were dismissed as, where a worker is supplied by an agency (B) to a principal (C), but has an explicit contract with the agency, the agency remains the employer. Mr. Lutz's services to Ryanair were thus explicitly governed by his contract with MCG, which expressly stated that he was not employed by Ryanair. The fact that Ryanair exercised exclusive direction and control over Mr. Lutz's work does not necessarily create an implied employment contract or relationship with Ryanair, although it befell MCG to ensure that Ryanair respected the relevant employment laws. Moreover, even though Mr. Lutz had a fixed-term contract for several years, it was nonetheless "temporary", thereby creating a gap in protection for agency workers and introducing ‘unacceptable uncertainty’. 

This case reinforces the "substance over form" approach in determining employment status, in that employers can no longer solely rely on contractual labels such as "independent consultant" or "self-employed" as a pretext to deny workers their employment rights, especially in such tripartite agency arrangements. Thus, agencies should understand that workers employed for extended fixed terms are likely still covered by the AWR and thereby entitled to the same T&Cs as direct employees after 12 weeks. Hence, agencies still have clear responsibilities for certain statutory rights, and businesses relying on "supply chain layering" to outsource labour will need to review their structures.

Why cash flow matters
Profit is important, but cash pays wages, suppliers and loan repayments. Even strong businesses can struggle if money arrives late. A few disciplined habits around invoicing and collections can shorten the time it takes to get paid, reduce borrowing costs, and create headroom for growth.

Set clear expectations upfront
Agree payment terms in writing before work starts, including due dates, late payment interest, and accepted payment methods. Send a simple welcome note that restates these terms, introduces your invoice format, and gives a named contact for queries. Clarity at the beginning prevents disputes later.

Invoice fast, invoice accurately
Raise invoices as soon as a milestone is met or goods are delivered. Include purchase order numbers, full descriptions, and your bank details. Errors cause delays, so use templates and a final pre-send check. Where practical, take deposits for bespoke work and split larger projects into staged invoices.

Make paying effortless
Offer more than one way to pay, for example bank transfer and card. Add a payment link on every invoice and email. Encourage direct debit for recurring fees, which reduces admin and failed payments. If customers require supplier onboarding, complete it early so nothing blocks the first invoice.

Adopt a calm, consistent credit control rhythm
Create a weekly timetable for reminders, starting a few days before the due date. Use friendly wording, provide the invoice again, and ask if there are any problems processing payment. Escalate politely after set intervals and log every contact. Consistency, not confrontation, gets results.

Know when to escalate
Pause further work if terms are exceeded, agree payment plans for good customers in temporary difficulty, and consider professional recovery for persistent issues. Good cash flow is built on clear processes, dependable follow-up, and the confidence to hold the line.