Most people set up a limited company because it separates their personal finances from the business. In almost all day-to-day situations that’s true. But there are some situations where HMRC can legally step in and make a director personally responsible for tax the company hasn’t paid.
If you run a design studio, production company or any other creative business through a limited company, it’s worth knowing the main ways this can happen. Here’s the plain-English version.
If your company deducts National Insurance from employees (or from you as a director) but doesn’t hand it to HMRC, and HMRC can show you allowed that to happen through fraud or neglect, they can issue a Personal Liability Notice. This makes the unpaid National Insurance your personal debt.
Why it matters: Treat PAYE and National Insurance deductions as money held in favour of HMRC - don’t use it for cash-flow.
There’s a newer type of notice that applies to some “agency worker” or “umbrella” arrangements. If PAYE isn’t operated properly, HMRC can skip straight to the directors and make them pay, even if there wasn’t fraud. It’s a strict rule designed to stop avoidance schemes.
Why it matters: If you hire freelancers or run an agency model, double-check PAYE is operated correctly.
If a company files tax returns that are wrong on purpose, HMRC can transfer the penalty for that error to the individual who caused it. This isn’t automatic for every mistake, it’s about deliberate or dishonest behaviour.
Why it matters: Innocent mistakes are usually fixed with interest. Deliberate behaviour can hit you personally.
Since 2020 HMRC has a much wider power to make individuals “jointly and severally liable” for a company’s tax debts. This can apply if:
This is much broader than the old powers and is designed to catch serious non-compliance.
Why it matters: If your company gets into trouble, speak to an adviser before closing it and starting afresh - HMRC can follow you.
If you buy or sell goods or services in a supply chain where VAT fraud is going on, and HMRC thinks you “should have known,” it can make you personally responsible for another company’s unpaid VAT. This is rare in the creative sector but can crop up in high-value kit or digital services.
For businesses with a history of non-payment, HMRC can demand a security deposit up front for PAYE, VAT or National Insurance. If you provide that deposit personally or give a personal guarantee, you’re putting your own money on the line.
For most well-run creative companies, these powers will never be used. But they exist, and HMRC is using them more frequently, especially where there’s repeated non-payment or involvement in tax schemes. Understanding the basics helps you stay on the safe side and protects that “limited” shield you set up in the first place.