FURLOUGHED COMPANY DIRECTORS

On 4 April 2020, HMRC provided some guidance for company directors as follows:

Company directors owe duties to their company which are set out in the Companies Act 2006. Where a company (acting through its board of directors) considers that it is in compliance with the statutory duties of one or more of its individual salaried directors, the board can decide that such directors should be furloughed.
Where one or more individual directors’ furlough is so decided by the board, this should be formally adopted as a decision of the company, noted in the company records and communicated in writing to the director(s) concerned.
Where furloughed directors need to carry out particular duties to fulfil the statutory obligations they owe to their company, they may do so provided they do no more than would reasonably be judged necessary for that purpose, for instance, they should not do work of a kind they would carry out in normal circumstances to generate commercial revenue or provides services to or on behalf of their company.
This also applies to salaried individuals who are directors of their own personal service company (PSC).

It would be helpful to have a clearer view of what HMRC regards as “statutory duties“, so that there are no misunderstandings later.

The Regulations say:

“Work undertaken by a director of a company to fulfil a duty or other obligation arising by or under an Act of Parliament relating to the filing of company accounts or provision of other information relating to the administration of the director’s company must be disregarded…” (Para 6.6)

So the rules appear to narrowly define statutory obligations as meaning complying with an Act of Parliament (e.g. Companies Act 2006) in relation to filing the company’s accounts or provision of other information relating to the administration of the director’s company.

What is less clear are activities such as:

  • Invoicing and debt chasing
  • Maintaining customer relationships
  • Treatment of income received but earned in an earlier period
  • etc.

HMRC’s guidance does not provide any insight on these, and so directors should be wary that the more activities they undertake whilst on furlough, the greater the chance of HMRC withdrawing the claim at a later date.

Companies House has published an article: 7 duties of a company director.

The standard criteria also applies, see this link for more information:

https://www.gov.uk/guidance/claim-for-wage-costs-through-the-coronavirus-job-retention-scheme

If you think you meet the criteria for being furloughed as a company director please contact your account manager as soon as possible.