All posts by Terry Harris

Corporate Governance & Regulation

Company director disqualification

Aug 21, 2025 by Terry Harris 0 Comments

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.

Source:Companies House | 17-08-2025
Employment Law

Tripartite arrangements don’t necessarily enable an agency to escape accountability

Aug 20, 2025 by Terry Harris 0 Comments

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.

Source:Other | 19-08-2025
Business Support

Management buyouts: benefits for owners and teams

Aug 18, 2025 by Terry Harris 0 Comments

A management buyout keeps the business in familiar hands. The team that already understands customers, systems, and culture steps into ownership, which reduces disruption and protects service quality. For founders, a management buyout allows a planned transition with clear handover milestones and an agreed role after completion if required. This continuity reassures clients, employees, lenders, and suppliers, and helps the company maintain momentum during and after the deal.

Compared with a trade sale, the process is usually more focused and confidential. The buyer group already knows the business, so diligence can be more efficient, with fewer surprises and a smoother negotiation. Pricing can be structured to reflect real performance, for example through staged payments linked to agreed targets, which helps both sides feel that the value is fair and achievable.

Ownership aligns incentives across the team. Managers become investors in outcomes, not only delivery, which encourages sharper decisions on margins, cash flow, and growth priorities. Equity participation helps retain key people and can support a wider share scheme, building a performance culture that rewards contribution. The result is often a more agile business with clear accountability and faster execution.

Funding can be tailored to the business. A mix of bank debt, vendor financing, and private investment can be designed to suit cash generation and risk appetite. Earn outs and warranties can protect both seller and buyer. With the right preparation, including robust management information and tidy legal housekeeping, a management buyout can deliver a clean exit for the owner and a confident new chapter for the team.

Source:Other | 16-08-2025
Business Support

Improve cash flow with smarter invoicing habits

Aug 18, 2025 by Terry Harris 0 Comments

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.

Source:Other | 16-08-2025
Construction Industry Scheme

Definition of a building sub-contractor

Aug 14, 2025 by Terry Harris 0 Comments

Know the rules for contractors & subs under CIS to avoid issues with HMRC.

Under the Construction Industry Scheme (CIS), HMRC applies specific tax rules to contractors and subcontractors in the construction industry. Contractors are responsible for deducting tax from payments made to subcontractors and forwarding it to HMRC. These deductions act as advance payments toward the subcontractor’s income tax and National Insurance.

A subcontractor is defined as any business or individual that agrees to perform construction operations for another business (a contractor or deemed contractor). This applies whether the work is done directly or through others such as employees or further subcontractors. Notably, a business typically considered a main contractor can be a subcontractor if hired by another contractor, such as a local authority.

Subcontractors can include:

  • Companies, public bodies, partnerships and self-employed individuals.
  • Labour agencies or staff bureaus that supply or employ workers for construction.
  • Foreign businesses performing construction in the UK or its territorial waters.
  • Local authorities or public bodies engaged in construction work for others.
  • Gang-leaders who agrees with a contractor on the work to be done, and in turn receives payment for the work of the team.

Some businesses function as both contractors and subcontractors, paying others while also being paid for their services. These businesses must follow both sets of CIS rules depending on their role in each transaction.

Source:HM Revenue & Customs | 10-08-2025
Value Added Tax

VAT – digital record keeping

Aug 14, 2025 by Terry Harris 0 Comments

HMRC requires businesses to maintain accurate VAT records to ensure correct tax payments. While all businesses must retain general records (such as invoices, bank statements, and receipts), a key requirement under the Making Tax Digital for VAT initiative is keeping specific VAT records digitally.

Businesses must maintain digital records of VAT charged and paid, including:

  • The VAT on all goods and services that are sold (supplies made) and purchased (supplies received).
  • The time and value of each supply (excluding VAT).
  • Any adjustments made to VAT returns.
  • Reverse charge transactions.
  • VAT accounting schemes used.
  • Daily gross takings when using a retail scheme.
  • Items where VAT has been reclaimed for Flat Rate Scheme users.
  • Total sales and VAT on those sales for those trading in gold and using the Gold Accounting Scheme.

Digital records must be kept using compatible software or spreadsheets that can connect directly with HMRC systems. Where multiple software tools are used, they must be linked digitally, manual transfer of data or ‘copy and paste’ is not allowed. Digital links can include formulas in spreadsheets, imports/exports of XML or CSV files, or uploading/downloading data.

Businesses must start keeping records from the moment they register for VAT and retain them for at least 6 years (10 years if using certain VAT schemes). Exemptions apply only to specific entities, like government departments or those eligible for an exemption from keeping digital records.

Source:HM Revenue & Customs | 10-08-2025
Inheritance Tax

Trusts and Income Tax

Aug 14, 2025 by Terry Harris 0 Comments

Trustees must manage assets, follow tax rules, and register with HMRC where required.

A trust is a legal arrangement in which a trustee, either an individual or a company, is entrusted with managing assets such as land, money, or shares on behalf of others. These assets, placed into the trust by a settlor, are managed for the benefit of one or more beneficiaries.

Trustees are responsible for deciding how the trust's assets are to be managed, distributed, or retained for future use. They are also accountable for reporting and paying any tax due on behalf of the trust. If the trust pays or owes tax, it must be registered with HMRC.

Income received by a trust is subject to varying rates of Income Tax, depending on the type of trust.

Discretionary (or accumulation) trusts: Trustees pay tax on the trust's income. The first £500 is taxed at the standard rate. Income above this threshold is taxed at:

  • 39.35% for dividend income
  • 45% for all other types of income

Interest in possession trusts: Trustees are similarly responsible for paying tax on income. The rates are:

  • 8.75% for dividend income
  • 20% for all other income

There are additional trust structures, for example, bare trusts and settlor-interested trusts, which are subject to different rules and tax treatments. As a result, it is essential to consider both Income Tax and Capital Gains Tax (CGT) implications from the outset when establishing or managing any type of trust.

Source:HM Revenue & Customs | 10-08-2025
General

Rules to protect effects of debanking

Aug 14, 2025 by Terry Harris 0 Comments

Banks will have to give 90 days’ notice before closing accounts, giving customers more time to respond.

From April 2026, new government rules will strengthen protections for individuals and small businesses at risk of unfair bank account closures. Under the legislation, banks and payment service providers will be required to give at least 90 days’ written notice before closing an account or terminating a payment service, commonly known as debanking. A significant increase from the previous 2-month limit.

Banks will also be required to provide a clear explanation for the closure, allowing customers to challenge the decision including through the Financial Ombudsman Service. These changes are designed to protect customers, particularly small businesses, who have often found their accounts shut down without notice or reason, leaving them unable to operate or seek alternatives.

The new rules form part of the government’s wider Plan for Change, aimed at delivering economic security and supporting growth. The rules will come into force for relevant new contracts agreed from 28 April 2026 onwards and also apply to the termination of basic personal bank accounts.

There are exceptions in cases where closure is necessary to comply with financial crime laws. Existing protections which prohibit a bank from discriminating against a UK consumer based on political opinions or beliefs remain in place.

Source:HM Treasury | 10-08-2025
General

What is Support for Mortgage Interest?

Aug 14, 2025 by Terry Harris 0 Comments

SMI loans can help pay mortgage interest for those on benefits, but repayment is due when the home is sold.

Support for Mortgage Interest (SMI) is a government-backed loan provided by the Department for Work and Pensions (DWP) designed to assist homeowners receiving certain benefits in covering the interest on their mortgage or home loans. The loan is intended solely to help with interest payments on a qualifying mortgage or home loan, and repayment is typically not required until the property is sold, or ownership is transferred.

Interest on the loan is charged monthly using compound interest which means that the total amount owed will increase over time. Despite this, the SMI loan may still be a more affordable alternative compared to borrowing from banks or credit unions.

Before applying, individuals are advised to assess their financial situation. SMI may not cover the full mortgage payment and so applicants may still need to pay the remaining balance. Those who have missed payments, are managing other debts, or share ownership with someone not included in their benefit claim should seek professional advice prior to applying.

Eligible applicants may borrow against up to £200,000 of their mortgage if they receive working-age benefits, or £100,000 if they are on Pension Credit, this can increase to £200,000 in certain transitional cases. For joint mortgages, entitlement may be limited. There is no credit check for the SMI loan, so applying will not affect benefits or credit scores.

To apply, individuals must complete an SMI application form. However, it is recommended that they explore all available options first, including discussions with their mortgage lender and support services such as Citizens Advice.

Source:Other | 10-08-2025
Income Tax

Help with outstanding tax bills

Aug 14, 2025 by Terry Harris 0 Comments

HMRC’s Time to Pay lets eligible taxpayers spread tax bills over time, avoiding immediate enforcement. 

If you owe tax to HMRC, you may be able to set up an online ‘Time to Pay’ payment plan depending on the type of tax debt and your circumstances. For self-assessment, you can create a payment plan online if you’ve filed your latest tax return, owe £30,000 or less, are within 60 days of the deadline and have no other debts or payment plans with HMRC.

For employers’ PAYE contributions, online payment plans are available if you’ve missed a payment deadline, owe £100,000 or less, aim to repay within 12 months and have no other debts with HMRC. Additionally, all due PAYE and Construction Industry Scheme (CIS) submissions must be filed.

If you owe VAT, you could set up a payment plan online if you missed the deadline, owe £100,000 or less, intend to pay within 12 months, have filed all tax returns and the debt relates to an accounting period starting in 2023 or later. Businesses on the Cash Accounting Scheme, Annual Accounting Scheme or those making payments on account are not eligible to set up a plan online.

For Simple Assessment debts, online payment plans are possible if you owe between £32 and £50,000, have no other debts with HMRC, and can pay it off within 36 months.

If you are not eligible for an online plan, you must contact HMRC directly. They will ask for details about your income, expenses, other tax liabilities, and any savings or assets, which they may expect you to use toward your debt.

HMRC will offer taxpayers the option of extra time to pay if they think they genuinely cannot pay in full but will be able to pay in the future. If HMRC do not think that more time will help, then they can require immediate payment of a tax bill and start enforcement action if payment is not forthcoming.

Source:HM Revenue & Customs | 10-08-2025