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Sam, Accountant
Category: Tax
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Hi, I was a Director of a Limited company from July 2013 to

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Hi, I was a Director of a Limited company from July 2013 to earlier this month. I never had access to a company bank account or any cash flow statements. There was one other Director who is also the MD and despite my repeated requests for information and a bank account I could access, none was forthcoming.

I wasn't able to deal with the company accountant and had no final decision on the hiring and firing of staff.

In November last year I urged the MD not to appoint an extra staff member as it was coming up to a quieter time of year. He appointed them anyway.

At the end of December I was told there was an HMRC backlog with PAYE and NI contributions but never an exact amount.

I immediately urged the MD to make at least 2 but possibly 3 staff members redundant. He reluctantly make 1 person redundant at the end of January but nobody else.

I've not had all my pay from December and nothing at all from January. I resigned as a Director on 10th February as the MD repeatedly ignored my requests for meetings or for him to arrange a payment plan with HMRC. Since resigning I have discovered he's not done the last 2 VAT returns that were due either.

The company is still trading but my worry is it may not be for much longer as he's not got in touch with HMRC as I asked him to do repeatedly. I would have done this myself when I was a Director but I wasn't privvy to the necessary information and didn't have any authority to set up a direct debit.

I have emails to back up my requests for redundancies and to contact HMRC.

I also gave a Director's loan back in September and no repayments have been made to me.

My main question is that given all this information, were the company to be liquidated by HMRC, how likely is it I could be found in any way responsible for what was owed?

Thanks for your question. I am Sam and I am one of the UK tax experts here on Just Answer.

As clearly you were a director in name only - and had no access to any aspect of running the company then HMRC are unlikely to pursue you for any tax owed, however to safe guard this further, do make sure that you have alerted HMRC yourself to the fact that
1) You resigned with a copy of the letter/email you sent detailing this
2) Alert HMRC to the failure of the MD to run either the company or the tax obligations correctly, and provide copies of all correspondence detailing this too, to show that your hands were tied in your lack of involvement with the company and the decision making. And most importantly that you are "blowing the whistle" in the lack of payments being made and the misappropriation of HMRC funds, that have been spent elsewhere (such as hiring new staff when there was insufficient funds to pay over legal obligations
3) Ask them to clarify that you will have no part of any liability arising due to the mismanagement of this company by the MD
4) Advise that you have not been paid (as salaried) for the last 2 months and that you have fully repaid back the directors loan - and provide evidence of this payment.

This then secures your position to informing HMRC of your concerns the fact you have walked away from what was no more than a paid salaried position, and they will be able to offer the reassurance you need as to your financial and legal position with any debts that arise.

Send copies to HMRC Corporation tax, HMRC VAT and HMRC PAYE if you need addresses then do let me know. Just make sure you have all the appropriate reference numbers where possible (or full name and address of the company will do - although the PAYE reference number should be on your payslips/P60)



Customer: replied 4 years ago.

Just to clarify - I didn't receive a Director's loan - I lent money to the company which I haven't had any repayments for. Would this mean I am a creditor if the company goes into liquidation?


Could you provide the addresses for the 3 departments you mentioned please?






Hi Jamie

Thanks for your response

I see - with the directors loan, you are owed this money, then I would seek legal advise to have this pursued and repaid as a matter of urgency - as to whither this allows you a position to be deemed to be a creditor of the company, is more of a legal matter than a tax matter so you need to seek legal advise as to how to take this forward.
We do have a UK Law forum here on Just Answer, which would be of use to you, and also afford you an instant answer, such as this tax one.

The addresses you need are

Corporation tax
Add in the postcode on this link which will locate the correct address for you

Employer (PAYE)
Customer Operations Employer Office
Chillingham House
Benton Park View
Newcastle Upon Tyne
NE98 1ZZ


HM Revenue & Customs
VAT Written Enquiries Team
4th Floor, Alexander House
Victoria Avenue
SS99 1BD
Customer: replied 4 years ago.

I'm not sure I have a copy of an official resignation letter or email - would this matter?


The other Director is well aware of my reasons for resigning and the emails I have back up my many concerns about the financial wellbeing of the company.



Hi Jamie

Thanks for your response

It would be ideal if you had this, but not the end of the world, as you are going to alert HMRC when you contact each of the departments, so that will suffice.


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