Author Archives: accounts

The legal responsibilities of directors

When someone agrees to become a director of a UK limited company, they take on a set of legal responsibilities defined under the Companies Act 2006 and other relevant legislation. These duties are not just symbolic – directors have a legal obligation to act in the best interests of the company, its shareholders, and, in certain cases, its creditors.

Statutory duties under the Companies Act

The core legal duties are set out in sections 171 to 177 of the Companies Act 2006. These include:

  • Duty to act within powers – Directors must follow the rules set out in the company’s Articles of Association and only use their powers for proper purposes.
  • Duty to promote the success of the company – Directors must act in good faith to promote the company’s success for the benefit of its members. This includes considering long-term consequences, employees' interests, the company’s reputation, and its impact on the environment.
  • Duty to exercise independent judgement – Directors must make their own decisions and not be unduly influenced by others.
  • Duty to exercise reasonable care, skill and diligence – This duty combines objective and subjective standards. A director must show the care, skill and diligence that would be expected from a reasonably diligent person with their knowledge and experience.
  • Duty to avoid conflicts of interest – Directors must avoid situations where they have or could have a conflict of interest with the company’s affairs.
  • Duty not to accept benefits from third parties – They must not accept benefits that arise from their role as director if it could lead to a conflict of interest.
  • Duty to declare interest in a proposed transaction – Directors must declare any personal interest in a transaction or arrangement the company is considering.

Other legal obligations

In addition to the Companies Act duties, directors must ensure that the company complies with its legal responsibilities. This includes filing annual accounts and confirmation statements with Companies House, ensuring tax compliance with HMRC, operating PAYE schemes where appropriate, and observing health and safety laws.

Personal risk and accountability

Directors can be held personally liable for breaches of their duties, particularly if the company becomes insolvent and they have failed to act properly. Disqualification, fines, or even criminal penalties can follow in serious cases.

Accepting a directorship is a serious commitment. Directors must understand their obligations and, if unsure, seek professional advice to avoid legal pitfalls.

Source:Other | 18-05-2025

The value of applying for trade marks

A trade mark is a vital tool for protecting the identity and reputation of your business. It can take the form of a name, logo, slogan, shape, or even a sound, and once registered, gives you exclusive rights to use that mark in connection with specific goods or services. In the UK, trademarks are registered through the Intellectual Property Office (IPO), providing legal protection across the country.

The main value of a trade mark lies in safeguarding your brand. A registered trade mark prevents others from using the same or a similar mark in ways that could confuse customers or damage your reputation. Without a trade mark, your business is more vulnerable to imitation or misuse, which can lead to costly disputes or the need to rebrand entirely.

Brand recognition is another key benefit. When customers see a trade mark, they associate it with certain standards of quality and service. This builds loyalty and trust, helping to secure repeat business. A strong trade mark becomes a shorthand for everything your business represents, giving you a competitive edge.

From a commercial perspective, trademarks are valuable assets. They can be sold, licensed, or used to attract investors. As your business grows, a trade mark can open up opportunities for franchising or partnerships. For businesses looking to scale, having brand protection in place adds credibility and can enhance the overall value of the company.

A registered trade mark also helps you avoid legal issues. Before registration, the IPO checks for conflicting marks, reducing the risk of infringement. And if someone does attempt to copy your brand, having a trade mark gives you strong legal grounds to enforce your rights and prevent further misuse.

In summary, applying for a trade mark is a practical and often overlooked step that can offer long-term protection and commercial benefits. It gives peace of mind, legal clarity, and helps to build a stronger, more trusted business. Whether you are starting out or looking to secure an existing brand, registering a trade mark is a sound investment in your business’s future.

Source:Other | 18-05-2025

The importance of discretion – don’t send inappropriate messages during working hours!

An Employment Tribunal confirmed that using an employer's preferred method of communicating with employees to send offensive messages can serve as a ground for dismissal. A claimant was employed from September 2017 as a graduate trainee and then as a software developer until April 2021, at which juncture he was dismissed for gross misconduct. He subsequently brought three grievances during his employment, all of which were dismissed. The issue surrounded ‘Slack’ messages between the claimant and two colleagues sent during working hours using the respondent's systems. The claimant was suspended on 8 January 2021 while still on sick leave, pending a disciplinary investigation.

In a letter dated 15 January 2021, the claimant was invited to a disciplinary hearing. Attached to the letter was a five-page summary of comments alleging inappropriate and offensive language. Despite not attending the disciplinary hearing, the claimant shared his mitigating circumstances on 24 February 2021 and refused to disclose a copy of the Occupational Psychologist's report outlining his disabilities.  The Tribunal concurred that Risby had been correctly applied and that the dismissal was a proportionate response to certain of the respondent's legitimate aims under Section 15(1)(b) of the Equality Act 2010, given the foul and abusive nature of the language directed towards colleagues. The claimant’s medical arguments had, however, not been originally submitted and could not then be produced on appeal to substantiate a direct link between the language itself and the disability.

This judgement is a clear warning that any abuse directed towards colleagues made during working hours using the employer’s preferred communication system can be considered misconduct and result in dismissal. All employees should be cautioned that any miscommunications on work messaging systems are thus potential grounds for dismissal and, while extreme disabilities or mental health conditions might serve as mitigating factors, any claimant will need robust medical evidence to support such a defence.

Source:Other | 14-05-2025

When can you deregister for VAT?

Considering VAT deregistration? Whether compulsory or voluntary, knowing the rules, deadlines and risks of delay can save your business from costly penalties.

The decision to deregister for VAT may be necessary or beneficial in a range of circumstances. Whether it's a legal requirement or a voluntary decision, it’s important for businesses to understand the rules and deadlines to avoid penalties and ensure proper compliance. The rules differ depending on whether the deregistration is compulsory or voluntary.

You must cancel your VAT registration if your business is no longer eligible. This typically applies when a business:

  • Stops making taxable supplies
  • Sells the business
  • Changes its legal structure (e.g., from sole trader to limited company)
  • Disbands a VAT group
  • Joins an existing VAT group
  • Joins the Agricultural Flat Rate Scheme

In these cases, deregistration must be completed within 30 days of the change. Failure to do so may result in penalties. In some situations, it may be possible to retain the same VAT number, particularly where the business continues in a different form.

A business may also apply for voluntary deregistration if it expects its taxable turnover to remain below the current threshold of £88,000. HMRC may request supporting evidence to confirm that the turnover will stay below this level. It's important to note that voluntary deregistration cannot be backdated—the cancellation will only take effect from the date the request is received or a future date agreed with HMRC.

Even after deregistering, a business can still make late input tax claims on services received while it was VAT registered, as long as the claims fall within the standard VAT time limits.

Source:HM Revenue & Customs | 12-05-2025

The transition from FHL to Property Rental business

Tax perks for Furnished Holiday Lets have ended. From April 2025, lettings fall under standard rental rules. Check the transition rules to avoid surprises.

The tax advantages that were previously available to property owners letting their properties as short-term holiday lets, known as Furnished Holiday Lets (FHL), has now ended. The changes took effect on 6 April 2025 for Income Tax and Capital Gains Tax, and on 1 April 2025 for Corporation Tax and Corporation Tax on chargeable gains.

The following is a summary of the key transitional rules that apply as FHL status is phased out and properties are brought under the standard property rental business regime:

  • FHLs will no longer qualify for capital allowances but can claim "replacement of domestic items relief." Existing capital allowance pools can still use writing-down allowances, but new any expenditure will follow standard property business rules.
  • FHL losses, which could only be offset against future FHL profits, will now be absorbed into the wider UK or overseas property business and offset accordingly.
  • Carried-forward FHL losses can still be set against future profits of either the UK or overseas property business as appropriate.
  • Eligibility for reliefs like roll-over relief, business asset disposal relief, and gift relief have now ended, however, where criteria for relief includes conditions that apply in a future year these specific rules will not be disturbed where the FHL conditions were satisfied before repeal.
  • Business asset disposal relief may still apply if the FHL business ceased before the changes and disposal occurs within the normal three-year period following cessation.
  • An anti-forestalling rule, effective from 6 March 2024, blocked the use of unconditional contracts to secure capital gains relief under old FHL rules.
Source:HM Revenue & Customs | 12-05-2025