Reply to: Pros and Cons of Company Secretary

[super]

The logic is that if your name appears nowhere on the contract it will be a lot harder to prove the personal service element of IR35. You still need someone to sign on behalf of the company though, who has to be an office of the company: hence director or CoSec.

Like all IR35 elements it is not definitive, but as we keep on saying, every little helps.

General view from B&C is that largely this will not help an IR35 argument.

[malvolio]

Interesting. Anyone else agree with that? I might forward a copy of this thread to Bauer & Cottrell, to get another view on it.

My thinking is that it would be seen by HMRC as purely another element of a "sham" Ltd Co model contract, particularly if the Co Sec is family, rather than actually seen as a valid reason why the contract is outside IR35.

The logic is that if your name appears nowhere on the contract it will be a lot harder to prove the personal service element of IR35. You still need someone to sign on behalf of the company though, who has to be an office of the company: hence director or CoSec.

Like all IR35 elements it is not definitive, but as we keep on saying, every little helps.

[Clippy]

Interesting. Anyone else agree with that? I might forward a copy of this thread to Bauer & Cottrell, to get another view on it.

My thinking is that it would be seen by HMRC as purely another element of a "sham" Ltd Co model contract, particularly if the Co Sec is family, rather than actually seen as a valid reason why the contract is outside IR35.

Please could you post any feedback you receive from B&C on the thread as it would be helpful/interesting to hear what they have to say on the matter.

[super]

Nope, company secretary signs all of mine. Can't be IR35 if I'm not on the contract at all IMHO

Interesting. Anyone else agree with that? I might forward a copy of this thread to Bauer & Cottrell, to get another view on it.

My thinking is that it would be seen by HMRC as purely another element of a "sham" Ltd Co model contract, particularly if the Co Sec is family, rather than actually seen as a valid reason why the contract is outside IR35.

[TheFaQQer]

Nope, company secretary signs all of mine. Can't be IR35 if I'm not on the contract at all IMHO

WHS.

[Ardesco]

Oh please. I have yet to hear anyone say that is even remotely an IR35 issue! I sign as company director as I suspect do 99% of contractors.

Nope, company secretary signs all of mine. Can't be IR35 if I'm not on the contract at all IMHO

[Lewis]

It will take a while for the "one person" concept to filter through to banks, clients, etc. Whilst you may "legally" only need one person, what happens if the bank's mandate or your client contract requires two signatures - do you really want a legal argument about who's right - would it not be simpler to keep the co-sec for a while until the change filters through to everyone else and in the meantime you can both continue to jointly sign official paperwork without the hassle of playgrounds arguments as to who is right which are inevitable for such a major change after such a long time of 2 people being needed. Life's too short. Keep the co sec for a few months - what's the harm?

Sounds like a good plan to me.

[Lewis]

But you are presumably at pains not to get your name into any contracts for work to avoid one of the more obvious IR35 traps. Not signing the contract personally is a good start, isn't it...?

Oh please. I have yet to hear anyone say that is even remotely an IR35 issue! I sign as company director as I suspect do 99% of contractors.

[philip@wellwoodhoyle]

It will take a while for the "one person" concept to filter through to banks, clients, etc. Whilst you may "legally" only need one person, what happens if the bank's mandate or your client contract requires two signatures - do you really want a legal argument about who's right - would it not be simpler to keep the co-sec for a while until the change filters through to everyone else and in the meantime you can both continue to jointly sign official paperwork without the hassle of playgrounds arguments as to who is right which are inevitable for such a major change after such a long time of 2 people being needed. Life's too short. Keep the co sec for a few months - what's the harm?

[malvolio]

Yes, me.

But you are presumably at pains not to get your name into any contracts for work to avoid one of the more obvious IR35 traps. Not signing the contract personally is a good start, isn't it...?

[Lewis]

So you have someone to sign contracts on behalf of the Company and respond to Companies House queries?

Yes, me.

[malvolio]

Absolutely, she is paid for book keeping as well. Just means her salary will be less if she has less work to do. But yes, it won't make much difference. Am struggling to find a good reason for her top stay on as co. sec.

So you have someone to sign contracts on behalf of the Company and respond to Companies House queries?

[Lewis]

You can still pay her whether she is the company secretary or not. As long as she does work commensurate with the reward of course (for the benefit of the HMRC lurkers).

Absolutely, she is paid for book keeping as well. Just means her salary will be less if she has less work to do. But yes, it won't make much difference. Am struggling to find a good reason for her top stay on as co. sec.

[Archangel]

and visa versa. my wife is the CoSec, but is unpaid.

[Lucifer Box]

You can still pay her whether she is the company secretary or not. As long as she does work commensurate with the reward of course (for the benefit of the HMRC lurkers).