Signing contract as an individual.

[PSK]

Well done for being alive to the issue.

The following will pose risks and I wouldn't recommend it but if you need this piece of work and if the counterparty is unwilling to change what you are being asked to sign up to personally, you could ask them to (ask their lawyers to) confirm what their main concern is they are trying to address by having you sign personally (For example, it may be they don't want you to start a new company, go direct and say it is only your current company rather than you personally who is constained by any restraint of trade provision). You could then agree a different means to achieve this (sign something specific that addressed only that area of concern rather than a blanket personal acceptance). As a fallback if they won't do this and you really need the work, you could ask them for an explicit confirmation what you are signing won't bring you personally into the general liabilities. This is a risky approach but if they gave such a representation that you relied on, this might muddy the waters should a liability arise and they or the client considers progressing a claim against you personally. The legal review before deciding to progress the claim would confirm their position has become less clear cut.

Good luck.

[EricS]

... One of my agency draft agreements would have brought me personally into the potential liabilities and cut across the protection of a limited (liability) company...

Thats exactly what I'm afraid of. Also - the contract is meant for ltd, imagine signing something like that with your own name - as an individual - the legal effect can range from completely void to severe.

IR35 was not the reason I've brought this up - it's not my main concern.

[PSK]

I've not read all the thread to understand whether the following might apply nor whether it has already been raised but, depending on the detail of the whole agreement and what you are being asked to personally sign, the issues might go beyond IR35. One of my agency draft agreements would have brought me personally into the potential liabilities and cut across the protection of a limited (liability) company.

Good luck.

[northernladuk]

I am sure this isn't the case in the OP's situation but remember Contract and Client Policies are completely different things. You are obliged to sign the clients sercurity, H&S policies as yourself as you have to adhere to them and they have no bearing on IR35. Just saying like...

[rd409]

If this section of the contract is reflective of reality i.e. you, as an individual, are bound by certain terms then I would think the likelihood of you falling outside IR35 would be incredibly slim. I would also be surprised if you could get the clause changed, it is quite unusual and has probably been inserted according to client requirements.

I had a similar worded contract reviewed by QDOS and they said it is okay, as long as the working practices are water-tight. This contract was for a finance sector gig, and the client wanted a named contractor in the contract. So I do agree with Lisa about the client requirements.
Are you aware of any working practice not IR35 friendly? This might be a trivial issue if other factors are strong enough.

My 2p.
Dave.

[northernladuk]

Yes, that's not very good at all. Some things, like confidentiality agreements, are ok for the individual to sign, but you certainly shouldn't be signing the main contract. If they've got that wrong it's fairly likely there will be other problems in the agreement.

Agencies make me lots of money sometimes.

FTFY

[Qdos Contractor]

Yes, that's not very good at all. Some things, like confidentiality agreements, are ok for the individual to sign, but you certainly shouldn't be signing the main contract. If they've got that wrong it's fairly likely there will be other problems in the agreement.

Agencies scare me sometimes.

[northernladuk]

It is my impression that they want to insure themselves against me disbanding my ltd creating a new one and working for the client directly, doesn't really look like a client requirement to me.

This is what I read in to it. They are paying your LTD lip service but getting you as an individual to sign which I am pretty sure means you will be inside IR35. Someone there obviously has a pretty poor grasp of the way we work which is surprising, this must bite them everytime they take someone on, unless they are unlucky enough to have a whole set of 'contractors' that don't have a clue about Ir35 etc.

[EricS]

... I would also be surprised if you could get the clause changed, it is quite unusual and has probably been inserted according to client requirements.

It is my impression that they want to insure themselves against me disbanding my ltd creating a new one and working for the client directly, doesn't really look like a client requirement to me.

[EricS]

Yes there are some other "nasties" there as well. As for substitution, it is allowed and substitutes would have to sign the agreement as well.
Thanks for the tip with qdos doing reviews for free with a pi.

[TheFaQQer]

Doesn't sound very IR35 friendly to me - what happens if you are sending a substitute instead, who hasn't signed the contract??

If the contract says something like "John Smith or substitute" as the contractor, then you could get anyone to sign it and still be OK.

Get on the phone to Qdos (or similar) and get a review done ASAP. If they are asking you to personally sign something, then I would wonder what other nasties are in there.

[LisaContractorUmbrella]

If this section of the contract is reflective of reality i.e. you, as an individual, are bound by certain terms then I would think the likelihood of you falling outside IR35 would be incredibly slim. I would also be surprised if you could get the clause changed, it is quite unusual and has probably been inserted according to client requirements.

[northernladuk]

Yes, get it reviewed by a professional such as QDOS, Baur & Cotterel. SJD and some accountants do a service as well. They will point you in the right direction...

Generally you are correct, an individual signing it is bad for IR35 as it blows your right to substitute out of the water among other things. I am sure my comments could be argued depending on the content of the contract but as we haven't got that I made some assumption.

Note : If you get your PI/PL insurance from QDOS you will get 3 reviews a year free.

[EricS]

I am about to sign a contract with an agency. However they require me to sign it both as my ltd company representative and as an individual (consultant).

Below the c2c agreement there is a section that reads:

"I, the Consultant referred to in the above Agreement, have read and understand the terms of the Agreement. I specifically acknowledge those parts of the Agreement which directly relate to the Consultant Company undertaking to ensure I abide by the terms of the Agreement.

I agree to be bound by the terms of the Agreement. "

Browsing through the forum at some other time I've seen an advice not to sign anything as an individual. What would be consequences of that. Anyone cares to elaborate?