Will closing your company keep you away from IR35?
Many contractors think that they can save themselves from IR35 investigations by simply closing down the company thatâs causing problems. The common notion is that closing down a company will mean that HMRC doesnât have the power to investigate when the company isnât there any more. However, there are some problems even though this escape from IR35 seems somewhat logical.
The fact is that when you apply to you apply with Companies House to strike off your company, the Registrar will take up to three months to remove the company from register. Meanwhile, the Registrar will be obliged to inform all interested parties of such striking off. If there are no interested parties and no pending litigation, the Registrar will proceed with striking off procedure and the company will start to exist. Since there is a three-month period and a notice is sent to all interested parties, there is rarely any chance that HMRC will not react and investigate your company affairs before Registrar could close it down after three months.
The Registrar is obliged to publish notice of a companyâs request for striking off. This notice is published in official gazette. The parties that have some kind of interest or want to object this stirking off will be able to raise their concerns after seeing the notice.
The official gazette for companies registered in England and Wales is London Gazette the official gazette for companies registered in Scotland is the Edinburgh Gazette. The Belfast Gazette serves as the official gazette for companies registered in Northern Ireland.
Since the Registrar has to wait for 3 months before finally striking off the company, HMRC can react within this time. HMRC can even restore a company even when it has closed if there are PAYE arrears that still need to be inquired. However, in practice HMRC doesnât intervene after the Registrar strikes off a company after 3 months have passed since the initial application by the company directors. Historically, HMRC has never taken this route.
HMRC can recover PAYE debt after it satisfied two conditions. The first condition requires that PAYE arrears exist due to an error made in good faith. The second condition requires HMRC to establish that employee has received relevant payment despite having the information about employerâs failure to deduct tax from taxable payments.
Conclusively, it isnât a safe route to apply for striking off a company only to avoid IR35. Technically, you should be able to get away from IR35 as the company will cease to exist and you can start anew by simply incorporating a new company that has no history with HRMC and IR35. However, HMRC will have three months to come after you and it can even recover PAYE debt after you close the company.












