Directors' duties and criminal liability
Directors' duties and criminal liability

The following Corporate Crime guidance note provides comprehensive and up to date legal information covering:

  • Directors' duties and criminal liability
  • Tax liability
  • Financial assistance liability
  • Fraudulent trading and wrongful trading liability
  • Declaration of solvency and voluntary winding up liability
  • Health and safety
  • Liability for misleading statements under FSA 2012
  • Liability for misleading impressions under FSA 2012
  • Offences under Financial Services and Markets Act 2000
  • Corporate manslaughter liability
  • more

Tax liability

Companies resident in the United Kingdom are chargeable to corporation tax calculated on the basis of the company's annual profits. The company is liable for corporation tax. All the duties of a company under the Taxes Acts must be carried out through the company's 'proper officer'. The proper officer of a company is the company secretary or a person acting as the company secretary. Failure by the company secretary to discharge his duties may result in a charge of cheating the public revenue. Directors who conspire in a failure to discharge tax duties may also be guilty of this offence.

See Practice Note: Cheating the public revenue.

Directors and officers of a company may be made personally liable for dishonest evasion of value added tax where it appears to HMRC that the conduct of such a director or officer was, in whole or in part, the principal factor giving rise to a penalty imposed on the company in respect of that offence. In those circumstances, the Commissioners may serve a notice on the company and on the director or officer in question specifying the amount of the penalty to which the company is liable, and stating that the Commissioners propose to recover the whole or a certain portion of that penalty from the director or officer. That amount is