Skip to main content

Directors liability for company debts

A limited company is a separate legal entity. In normal circumstances, its debts belong to the company, not to the directors. This is one of the central advantages of incorporation. However, the protection is not absolute. Directors have duties in law, and if those duties are not met, there are situations where personal liability can arise. Understanding the main risk areas helps directors manage their responsibilities with confidence.

The most common route to personal liability is through personal guarantees. These are often required when arranging finance or long term commitments. They appear in bank loans, leases, asset finance, invoice discounting and sometimes supplier credit arrangements. A personal guarantee means that, if the company cannot pay, the director promises to pay instead. Many directors accept guarantees without fully recognising their implications, sometimes as part of standard paperwork. If the business later becomes insolvent, the creditor may enforce the guarantee directly against the director.

Another area where liability can arise is wrongful trading. This occurs when directors continue to trade at a point where they knew, or should have known, that the company was unlikely to avoid insolvency. Once insolvency becomes likely, directors must act to minimise losses for creditors. Continuing to take new orders, incur new debts, or draw full salaries without regard to the company’s position may be seen as failing in that duty. If wrongful trading is found, a director can be required to contribute personally towards the shortfall to creditors.

Fraudulent trading is a more serious matter. This involves intent to deceive. Examples include deliberately misleading creditors, falsifying records, or taking payment from customers when it is clear the business will not be able to supply. In these cases, personal liability is likely, and criminal sanctions may also be possible.

Misfeasance relates to breach of duty. Directors must act in the best interests of the company and use company assets responsibly. Issues arise where funds are drawn inappropriately, company assets are used personally, records are not maintained, or tax liabilities are ignored. If the company enters liquidation, transactions will be reviewed. Directors may be required to repay sums that were taken improperly.

HMRC can also pursue directors personally in some situations. If there is repeated or deliberate non-payment of PAYE, NIC or VAT, HMRC may issue a personal liability notice. This is generally used where behaviour is seen as deliberate or reckless rather than a one-off difficulty.

If a company fails and a related business continues afterwards, this can also be examined. Forming a new business after insolvency is not itself prohibited, but if it appears to be an attempt to avoid debts unfairly, directors may face investigation or disqualification.

Good practice reduces risk. Clear financial records, cash flow forecasting, early advice when trading becomes difficult, care with drawings, and caution when asked to sign guarantees all help protect directors.

How many businesses are there in the UK?

Current estimates suggest that there are around 5.6 million businesses operating in the UK. This figure comes from the Department for Business and Trade and the Office for National Statistics. What stands out is that most of these businesses are very small. The vast majority are run by one person, without employees, either as sole traders or small limited companies. Only a small proportion of the total business population consists of medium or large organisations, yet those larger firms account for a significant share of total employment and economic output.

Around 4.1 million of the 5.6 million businesses are sole traders. These include contractors, tradespeople, freelance workers, independent professionals, and small retail or service businesses. A further 1.1 million are limited companies. The remainder are partnerships or other legal forms. Approximately three quarters of all UK businesses have no employees at all. They are operated directly by the owner.

The UK has a relatively low barrier to starting a business. Registering as self-employed is straightforward, and forming a limited company is inexpensive and quick. This ease of entry encourages individuals to test ideas, create income streams, or change the way they work. Digital platforms have also expanded opportunities. For example, selling through online marketplaces, providing services remotely, or trading through social media channels has become increasingly common. These models enable people to run small businesses from home, with minimal overheads.

There is also a lifestyle element. Many individuals value autonomy over working hours and location. Self-employment or small business ownership provides this flexibility. Some move into business ownership after redundancy or a change in circumstances, while others start with the intention to grow something long term.

Although many of these businesses operate on a modest scale, collectively they play a major role in the economy. They support local employment, supply chains, and community activity. They bring specialist skills to market and allow rapid adaptation when customer needs change. Small businesses tend to be agile and close to their customers.

However, small businesses also face challenges. These include managing cash flow, understanding tax obligations, accessing finance, and dealing with administrative requirements. The owner often carries full responsibility, which can create pressure. Support, planning, and advice can therefore have a very positive impact.

The main message is that small business is central to the UK economy. It is diverse, active, and resilient, and it continues to shape how people work and earn today.

Tax Diary December 2025/January 2026

1 December 2025 – Due date for Corporation Tax payable for the year ended 28 February 2025.

19 December 2025 – PAYE and NIC deductions due for month ended 5 December 2025. (If you pay your tax electronically the due date is 22 December 2025).

19 December 2025 – Filing deadline for the CIS300 monthly return for the month ended 5 December 2025. 

19 December 2025 – CIS tax deducted for the month ended 5 December 2025 is payable by today.

30 December 2025 – Deadline for filing 2024-25 self-assessment tax returns online to include a claim for under payments to be collected via tax code in 2026-27.

1 January 2026 – Due date for Corporation Tax due for the year ended 31 March 2025.

19 January 2026 – PAYE and NIC deductions due for month ended 5 January 2026. (If you pay your tax electronically the due date is 22 January 2026).

19 January 2026 – Filing deadline for the CIS300 monthly return for the month ended 5 January 2026. 

19 January 2026 – CIS tax deducted for the month ended 5 January 2026 is payable by today.

31 January 2026 – Last day to file 2023-24 self-assessment tax returns online.

31 January 2026 – Balance of self-assessment tax owing for 2024-25 due to be settled on or before today unless you have elected to extend this deadline by formal agreement with HMRC. Also due is any first payment on account for 2025-26.

Tell HMRC about unpaid tax on cryptoassets

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.

Pay for imports declared via the CDS

If your business imports goods into the UK, it is important to be familiar with the Customs Declaration Service and to ensure that any duty payments are made correctly and on time to avoid delays, interest or penalties.

The Customs Declaration Service (CDS) is a specially designed IT platform used for completing customs declarations for businesses that import or export goods from the UK. All electronic import declarations must be submitted through the CDS.

When you import goods into the UK using the CDS, you must pay any tax due promptly. Payments should reach HMRC by the deadline, and if that falls on a weekend or bank holiday then the payment must arrive by the previous working day.

Late payments may result in interest charges and / or penalties. You will need your unique 16-character reference number starting with “CDSI,” which is specific to each declaration, to make a payment. Using the wrong number can delay the release of your goods.

Payment can be made online through your bank account or with a debit or corporate credit card (personal credit cards are not accepted). Online bank payments are usually instant but may take up to two hours to appear, while card payments are recorded on the date made.

Payments can also be made by bank transfer. CHAPS or Faster Payments usually arrive the same or next day, while BACS take about three working days. UK payments should go to HMRC’s Customs Duty Schemes account (sort code 08 32 10, account number 14077970). Overseas payments must be made in GBP. There are also options to pay by cheque, allowing three working days for delivery. If there are payment issues or further advice is required, you can contact HMRC’s National Clearance Hub.