http://www.legislation.gov.uk/ukpga/2004/12/section/72BFinance Act 2004An Act to grant certain duties, to alter other duties, and to amend the law relating to the National Debt and the Public Revenue, and to make further provision in connection with finance.texttext/xmlenStatute Law Database2026-07-29Expert Participation2026-07-14 Part 3Chapter 372B1Where—aa company is liable to a penalty under section 72A, andbthe 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”).2Before giving the officer a decision notice, the Commissioners must—ainform the officer that they are considering doing so, andbafford the officer the opportunity to make representations about whether a decision notice should be given or the portion that should be specified.3A decision notice—amay 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), andbmay not be given more than three years after the date on which the determination mentioned in section 72A(1) becomes final.4Where the Commissioners have specified a portion of the penalty in a decision notice given to the officer—athe 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,bthe specified portion shall be recoverable as if it were tax due from the officer, andca further decision notice may be given in respect of a portion of any additional penalty for which the company is determined to be liable.5The Commissioners may not recover more than 100% of the penalty through issuing decision notices in relation to two or more persons.6A 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.7In this section and section 72C—“company” means a body corporate or unincorporated association;“officer” means—in relation to a body corporate other than one whose affairs are managed by its members—a director, manager, secretary or other similar officer of the body, or a person purporting to act in such a capacity, ora shadow director within the meaning of section 251 of the Companies Act 2006;in relation to a limited liability partnership or other body corporate whose affairs are managed by its members—a member who exercises management functions with respect to it, or purports to do so, orin the case of a limited liability partnership, a shadow member;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.Word in s. 69 cross-heading inserted (12.2.2019) by Finance Act 2019 (c. 1), s. 82(1)(a)Ss. 72A-72C inserted (with effect from 6.4.2026) by Finance Act 2026 (c. 11), ss. 220(5), 222(1)