Finance Act 2004

[F1 72B Penalties under section 72A: officers’ liability U.K.

(1) Where—

(a) a company is liable to a penalty under section 72A, and

(b) the actions of the company which give rise to that liability were attributable to an officer of the company,

the officer is liable to pay such portion of the penalty (which may be equal to or less than 100%) as the Commissioners may specify in a notice given to the officer (a “decision notice”).

(2) Before giving the officer a decision notice, the Commissioners must—

(a) inform the officer that they are considering doing so, and

(b) afford the officer the opportunity to make representations about whether a decision notice should be given or the portion that should be specified.

(3) A decision notice—

(a) may not be given before the amount of the penalty due from the company has been determined (but it may be given immediately after that has happened), and

(b) may not be given more than three years after the date on which the determination mentioned in section 72A(1) becomes final.

(4) Where the Commissioners have specified a portion of the penalty in a decision notice given to the officer—

(a) the officer must pay the specified portion before the end of the period of 30 days beginning with the day on which the notice is given,

(b) the specified portion shall be recoverable as if it were tax due from the officer, and

(c) a further decision notice may be given in respect of a portion of any additional penalty for which the company is determined to be liable.

(5) The Commissioners may not recover more than 100% of the penalty through issuing decision notices in relation to two or more persons.

(6) A person is not liable to pay an amount by virtue of this section if the actions of the company concerned are attributable to the person by reference to conduct for which the person has been convicted of an offence.

In this subsection “conduct” includes omissions.

(7) In this section and section 72C—

• “company” means a body corporate or unincorporated association;

• “officer” means—

  (a)

  in relation to a body corporate other than one whose affairs are managed by its members—

  (i)

  a director, manager, secretary or other similar officer of the body, or a person purporting to act in such a capacity, or

  (ii)

  a shadow director within the meaning of section 251 of the Companies Act 2006;

  (b)

  in relation to a limited liability partnership or other body corporate whose affairs are managed by its members—

  (i)

  a member who exercises management functions with respect to it, or purports to do so, or

  (ii)

  in the case of a limited liability partnership, a shadow member;

  (c)

  in relation to an unincorporated association, a person who exercises functions of management with respect to it, or purports to do so;

• “shadow member” means a person in accordance with whose directions or instructions the members of a limited liability partnership are accustomed to act, save that a person is not a shadow member by reason only of the fact that the members act on advice given by that person in a professional capacity.]

Textual Amendments

F1 Ss. 72A-72C inserted (with effect from 6.4.2026) by Finance Act 2026 (c. 11), ss. 220(5), 222(1)