IR35 Compliance and Contractor Choices
Limited Company vs Umbrella Company
As a contractor, there are a few different ways to approach your work. You might decide to freelance as a sole trader, even joining an umbrella company to keep things simple. You might opt for the limited company route, starting your own company and managing your workload as a director. But, whichever approach you choose, you need to be aware of IR35 compliance and what that means for you as a contractor.
IR35 is designed to ensure that contractors who work in a similar way to employees pay the correct amount of tax. At Go Limited, we know that understanding the ins and outs of IR35 can be confusing, as there's quite a lot to get your head around. Thankfully, our experts are here to help.
Umbrella vs. Limited Company: IR35 Rules and Regulations
If you know anything about contracting - whether you're a seasoned pro, or you're doing some research into becoming a contractor for the very first time - you will have probably come across IR35. IR35 refers to a selection of rules related to off-working, which all contractors need to know. The aim of IR35 is to combat tax avoidance and tax errors, made by contractors who have been working on a self-employed basis, when in actual fact they were classed as employees for tax purposes. If you are working inside IR35, it means you're considered an employee for tax purposes and will pay tax and National Insurance contributions (NICs) at the same rate as traditional employees. If you are outside IR35, you're considered a contractor, meaning you can pay yourself in a more tax-efficient way.
Umbrella Companies and IR35
When you work through an umbrella company, IR35 isn't usually something that you need to worry about. Contracting under an umbrella company means that you're treated as an employee of that company - and the umbrella company will manage all the tax and NICs for you - and employees don't have to worry about IR35, as you're always considered to be working inside the rules. While this makes things simpler for you, as there's no need to manage your own tax and NICs deductions, it also means that your tax liability is likely to be higher. You will also probably lose out on some of the tax saving advantages that come with being a contractor.
Limited Companies and IR35
When you're working through a limited company, IR35 becomes a much bigger focus. If your contract is deemed inside IR35, you'll be taxed as an employee of your own company, meaning you'll need to pay full income tax and NICs on your salary. This also means you won't be able to take dividends in a tax-efficient way, reducing your tax bill. If you're outside IR35, you have the flexibility to pay yourself a low salary - but high enough to still meet the National Insurance threshold - and take the remaining income as dividends, which are taxed at a lower rate. This results in higher take-home pay and greater financial flexibility.
What's the Point in Having IR35 Rules?
IR35 - which was introduced in 2000 under the Finance Act - was implemented by HMRC to prevent contractors from working as disguised employees. IR35 is there to ensure that contractors who would be considered employees if they were working directly for a client, rather than through their own limited company, are taxed similarly to employees. The goal of IR35 is to ensure that contractors who have the same working conditions and arrangements as employees don't take advantage of the tax benefits of working as self-employed. To assess whether you're inside or outside IR35, there are three main factors that HMRC considers.
Right of Substitution
This refers to your ability to substitute someone else to do the work on your behalf. If you cannot provide a substitute and must do the work yourself, it may indicate an employee relationship, suggesting that you're working inside IR35.
Mutuality of Obligations (MOO)
This considers whether you're obligated to take work from the client and whether the client is obligated to provide work. If both obligations exist, it may point to an employment-like relationship, meaning that you're working inside IR35.
Control
Control assesses whether you have autonomy over how, when and where the work is done. If the client has significant control over your work, this may suggest you're more like an employee and therefore, inside IR35.
Limited Company vs. Umbrella: Inside IR35 and What it Means for You as a Contractor
Contracting inside IR35 means that you're treated in the same way you would be if you were a permanent employee, for tax purposes at least. Regardless of whether you're working under an umbrella company or you've set up a limited company, you have to consider if you're working inside IR35. If you are, you'll pay tax and NICs at standard employee rates. This means there are no opportunities for tax-efficient dividend payments, which a lot of contractors use to reduce their tax bill and maximise their take-home pay. Additionally, if you're inside IR35, you can't claim many of the business expenses you could claim if you were working outside IR35. For example, travel and subsistence costs. This also prevents your taxable income from being reduced.
- With an umbrella company, you'll pay tax and NICs through the PAYE system, in the same way that employees are taxed. The umbrella company will handle the compliance side of things. This provides simplicity, but it also results in higher tax payments. As you're treated as an employee working inside IR35, you don't have the ability to pay yourself in dividends.
- With a limited company, if you're inside IR35, you must pay yourself a salary. Your business will also have to employer's NICs. You'll also lose the ability to pay yourself in a way that involves dividends, which means your take-home pay will be lower compared to being outside IR35.
How Does Working Outside IR35 Differ?
Working outside IR35 means that you are treated as a genuine contractor, not an employee, for tax purposes. This allows you to take advantage of tax efficiencies, especially if you're operating through a limited company. Limited company contractors working outside IR35 can pay themselves a small salary and take the rest of their income as dividends, which are taxed at a lower rate. This results in greater take-home pay.
Umbrella company contractors don't have the same flexibility. Even if you're outside IR35, you'll still be paid via PAYE, and your income will be subject to standard tax and NICs deductions. While you won't face the same tax penalties as you would inside IR35, you won't enjoy the same tax-saving opportunities as a limited company contractor.
IR35 Challenges for Contractors
The challenge for limited company contractors is making sure that your contracts are structured in a way that clearly shows they are outside IR35. A mistake in this area could result in a hefty tax bill if HMRC class the contract as inside IR35, and then demand unpaid taxes.
What's Better for a Contractor, an Umbrella Company or Limited Company?
Regardless of the industry that you work in, or the services that you provide, you need to decide between working under an umbrella company or setting up a limited company of your own. In order to make the right decision, you need to clarify your IR35 status and consider your contracting preferences.
If you have a lot of contracts that are likely to be inside IR35, or if you'd rather not have to deal with the administrative responsibilities of contracting, working with an umbrella company might be the ideal solution. The umbrella company takes care of your tax deductions, leaving you with fewer things to do, and more time to focus on growing your client base. However, your take-home pay will be lower because you won't have the tax efficiency benefits that come with a limited company.
If your contracts are outside IR35, a limited company offers the most tax-efficient solution. When you set up your own limited company to contract through, you'll be able to pay yourself a salary and dividends. This maximises your take-home pay and gives you access to a range of allowable business expenses, which will reduce your taxable income even more. But, managing your IR35 status correctly is vital, as getting it wrong can result in tax liabilities.
FAQs
What is the difference between a Limited Company and an Umbrella Company?
A Limited Company is a business structure where you operate as a director, managing your own finances and taxes. A Umbrella Company acts as an employer for contractors, handling tax, National Insurance (NI), and payroll, providing a PAYE (Pay As You Earn) solution.
How does IR35 affect Limited Company contractors?
If a contract is deemed inside IR35, you must pay tax and NI as if you were an employee, reducing tax efficiency. If the contract is outside IR35, you can take advantage of tax benefits, such as dividends and expense claims.
Why do some contractors choose an Umbrella Company?
Contractors opt for Umbrella Companies when:
- Their contract is inside IR35, avoiding administrative burdens.
- They prefer a hassle-free payroll, with taxes and NI deducted automatically.
- They need statutory benefits, such as sick pay, holiday pay, and pension contributions.
What are the key financial differences between a Limited Company and an Umbrella Company?
Limited Company: Potentially higher take-home pay if outside IR35. You can take dividends, offset expenses, and manage your tax strategy.
Umbrella Company: Pays through PAYE, which means no tax efficiencies, but simple and compliant with IR35.
What are the risks of using a Limited Company under IR35?
HMRC investigations can result in tax backdating, penalties, and interest charges if IR35 rules are not correctly followed.
If found inside IR35, you may end up paying more tax than expected.
Do I need to close my Limited Company if my contract is inside IR35?
Not necessarily. You can still operate your Limited Company for contracts that are outside IR35 while working through an Umbrella Company for inside-IR35 contracts.
How has the Labour government impacted IR35 and contractor choices?
Recent Labour government policies have emphasised:
- Stricter enforcement of IR35 compliance, making companies more cautious in engaging Limited Company contractors.
- Encouragement of PAYE-based models, leading to an increase in Umbrella Company usage.
- Potential tax policy changes affecting dividend tax and corporation tax for Limited Companies.
Can I switch between a Limited Company and an Umbrella Company?
Yes, some contractors switch between both based on contract requirements. However, you should consider:
- Accountancy fees for maintaining a dormant Limited Company.
- Employment rights under an Umbrella Company.
- IR35 risk assessment for each contract.
Is an Umbrella Company better for short-term contracts?
Yes, Umbrella Companies suit contractors with short-term contracts or those uncertain about their future work pipeline. They offer instant payroll setup and no long-term financial commitments.
What should I check before choosing an Umbrella Company?
Ensure the company is:
- FCSA-accredited (Financial Conduct Authority-approved for compliance).
- Using legitimate PAYE processes (avoiding disguised remuneration schemes).
- Providing full transparency on fees and deductions.
Which option gives me more control over my earnings?
A Limited Company offers more financial control, allowing you to manage taxes, claim expenses, and take dividends (if outside IR35). However, an Umbrella Company provides a stable, hassle-free payroll solution.
What happens if I am misclassified under IR35?
If you are wrongly classified as outside IR35, HMRC can demand unpaid tax and NI. If wrongly classified as inside IR35, you could be overpaying tax. It's crucial to get IR35 contract reviews and use specialist accountants.
At Go Limited, we are big supporters of contractors setting up a limited company. If you want to have complete control over your finances and you're prepared to handle the complexities of IR35, a limited company is the better option, especially when it comes to take-home pay.
