• Limited Companies - Employee count & Para 33.1A of FRS 102 ?

    From Martin Brown@'''newspam'''@nonad.co.uk to uk.legal.moderated on Mon Oct 13 14:30:50 2025
    From Newsgroup: uk.legal.moderated

    Can legitimate UK companies with audited accounts and two named
    directors really report that they employ 0 people (including directors)?

    (actually number of employees is shown as a "-" character in the filing)

    I thought that the directors were automatically counted as employees of
    a limited company even if they take no salary. Am I wrong about that?

    I'm investigating a tangled web of related holdings that are using the "exemption provided by para 33.1A of FRS 102 and has not disclosed transactions with other group members, which are wholly owned
    subsidiaries". Statement lifted directly from audited accounts.

    Looking at FRS102 my reading is that they are not actually compelled to include this statement under UK law.

    About 50 such companies in total all with more or less the same
    boilerplate accounts filed with very slight differences (I may not have
    found them all either).
    --
    Martin Brown

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  • From Jon Ribbens@jon+usenet@unequivocal.eu to uk.legal.moderated on Mon Oct 13 14:15:45 2025
    From Newsgroup: uk.legal.moderated

    On 2025-10-13, Martin Brown <'''newspam'''@nonad.co.uk> wrote:
    Can legitimate UK companies with audited accounts and two named
    directors really report that they employ 0 people (including directors)?

    (actually number of employees is shown as a "-" character in the filing)

    I thought that the directors were automatically counted as employees of
    a limited company even if they take no salary. Am I wrong about that?

    I'm investigating a tangled web of related holdings that are using the "exemption provided by para 33.1A of FRS 102 and has not disclosed transactions with other group members, which are wholly owned
    subsidiaries". Statement lifted directly from audited accounts.

    Looking at FRS102 my reading is that they are not actually compelled to include this statement under UK law.

    About 50 such companies in total all with more or less the same
    boilerplate accounts filed with very slight differences (I may not have found them all either).

    In the filed accounts for a company of which I am a director, but which
    pays no salaries to anyone and which therefore does not file any PAYE information with HMRC, I notice that the "Notes to the Financial
    Statements" which accompany the statutory accounts (which fall under
    the "full exemption" rule) says "Employees: 1". But that might just be
    an assumption by the accountant, I don't know if he would be happy to
    reduce that to zero if I asked him to.

    I'd also point out that companies can be directors, so if all the
    directors of a company were themselves companies then presumably "zero"
    would be the only possible number of director-employees.

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  • From John@megane.06@gmail.com to uk.legal.moderated on Wed Oct 15 17:07:50 2025
    From Newsgroup: uk.legal.moderated

    On 13/10/2025 14:30, Martin Brown wrote:
    Can legitimate UK companies with audited accounts and two named
    directors really report that they employ 0 people (including directors)?

    (actually number of employees is shown as a "-" character in the filing)

    I thought that the directors were automatically counted as employees of
    a limited company even if they take no salary. Am I wrong about that?

    I'm investigating a tangled web of related holdings that are using the "exemption provided by para 33.1A of FRS 102 and has not disclosed transactions with other group members, which are wholly owned
    subsidiaries". Statement lifted directly from audited accounts.

    Looking at FRS102 my reading is that they are not actually compelled to include this statement under UK law.

    About 50 such companies in total all with more or less the same
    boilerplate accounts filed with very slight differences (I may not have found them all either).

    Directors are not automatically employees, although most small companies
    will pay the Director (if also a shareholder) up to the personal
    threshold under PAYE, and the remainer in dividends, in which case they
    would be.



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  • From Roger Hayter@roger@hayter.org to uk.legal.moderated on Wed Oct 15 16:23:27 2025
    From Newsgroup: uk.legal.moderated

    On 15 Oct 2025 at 17:07:50 BST, "John" <megane.06@gmail.com> wrote:

    On 13/10/2025 14:30, Martin Brown wrote:
    Can legitimate UK companies with audited accounts and two named
    directors really report that they employ 0 people (including directors)?

    (actually number of employees is shown as a "-" character in the filing)

    I thought that the directors were automatically counted as employees of
    a limited company even if they take no salary. Am I wrong about that?

    I'm investigating a tangled web of related holdings that are using the
    "exemption provided by para 33.1A of FRS 102 and has not disclosed
    transactions with other group members, which are wholly owned
    subsidiaries". Statement lifted directly from audited accounts.

    Looking at FRS102 my reading is that they are not actually compelled to
    include this statement under UK law.

    About 50 such companies in total all with more or less the same
    boilerplate accounts filed with very slight differences (I may not have
    found them all either).

    Directors are not automatically employees, although most small companies
    will pay the Director (if also a shareholder) up to the personal
    threshold under PAYE, and the remainer in dividends, in which case they
    would be.

    No, he's not saying anything like that. If we criticise the police response to burglaries no-one can in good faith claim we have thereby expressed support
    for burglars.
    --

    Roger Hayter

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  • From Martin Brown@'''newspam'''@nonad.co.uk to uk.legal.moderated on Wed Oct 15 18:09:19 2025
    From Newsgroup: uk.legal.moderated

    On 13/10/2025 15:15, Jon Ribbens wrote:
    On 2025-10-13, Martin Brown <'''newspam'''@nonad.co.uk> wrote:
    Can legitimate UK companies with audited accounts and two named
    directors really report that they employ 0 people (including directors)?

    (actually number of employees is shown as a "-" character in the filing)

    I thought that the directors were automatically counted as employees of
    a limited company even if they take no salary. Am I wrong about that?

    I'm investigating a tangled web of related holdings that are using the
    "exemption provided by para 33.1A of FRS 102 and has not disclosed
    transactions with other group members, which are wholly owned
    subsidiaries". Statement lifted directly from audited accounts.

    Looking at FRS102 my reading is that they are not actually compelled to
    include this statement under UK law.

    About 50 such companies in total all with more or less the same
    boilerplate accounts filed with very slight differences (I may not have
    found them all either).

    In the filed accounts for a company of which I am a director, but which
    pays no salaries to anyone and which therefore does not file any PAYE information with HMRC, I notice that the "Notes to the Financial
    Statements" which accompany the statutory accounts (which fall under
    the "full exemption" rule) says "Employees: 1". But that might just be
    an assumption by the accountant, I don't know if he would be happy to
    reduce that to zero if I asked him to.

    The wording in the declaration specifically states "*including*
    directors" and I agree that if the directors are not natural persons
    then the value could in principle be zero. However they are people.

    I'd also point out that companies can be directors, so if all the
    directors of a company were themselves companies then presumably "zero"
    would be the only possible number of director-employees.

    The same two named individuals are listed as directors and exactly the
    same convenience address appears for all 50+ companies (I can't be
    entirely sure that is true right now as it requires checking all of
    their latest filings of accounts and changes of director etc.). That is
    still work in progress. It was true a year ago when I last did this
    exercise. Nothing much seems to have changed...

    I have established that their auditors are genuine and reputable.

    The puzzle is that (at least) one of these companies must be doing some
    real work with either employees or possibly entirely by contract staff.
    I'm beginning to think that it is the latter and wondering about IR35 implications.
    --
    Martin Brown


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