The questions UK founders, finance teams and boards ask before signing. General guidance, not tax advice — confirm your position with a qualified adviser.
- Will my business have to determine IR35 status?
- If you are a medium or large private-sector organisation, yes — since April 2021 the client, not the contractor, determines status and issues a Status Determination Statement. Small companies are exempt and the determination stays with GJM Consultants Ltd. Company size uses the Companies Act tests: turnover under £10.2m, balance sheet total under £5.1m, and fewer than 50 employees — meeting two of three qualifies as small.
- What is a Status Determination Statement (SDS)?
- An SDS is the written conclusion, with reasons, that a medium or large client must give stating whether an engagement is inside or outside IR35. It must take reasonable care, be issued before payment, and be passed down the chain. We support the SDS with the working-practices evidence behind the determination rather than leaving the client to assert it.
- Could a fractional COO engagement ever be inside IR35?
- Yes — status turns on the actual working relationship, not the title. A part-time COO who is told exactly what to do and how, line-managed, using only the client's systems, with no right of substitution and effectively one client, could be inside IR35 even at two days a week. We structure engagements deliberately the other way so the reality — not just the paperwork — supports an outside position.
- Does the contract wording decide IR35 status?
- No. HMRC tests working practices — supervision, direction and control, mutuality of obligation, substitution — ahead of the contract's wording. A well-drafted contract that matches reality is good evidence; a contract that says one thing while the engagement runs differently carries little weight. We keep the written terms and the day-to-day reality aligned.
- How does the right of substitution actually work for an executive?
- It does not mean an unknown person turns up to run your operation. It means GJM Consultants Ltd, not an individual, contracts to deliver the work and may use an agreed substitute for defined tasks — a specialist for a supply-chain audit or quality-system review, for example — while senior ownership stays with Gareth. A substitution clause that could never be exercised is a weak indicator; one that is genuinely available is a strong one.
- What evidence do you provide to support our determination?
- A consultancy agreement and statement of work scoped around outcomes, a substitution clause, confirmation of own equipment and insurance, and a working-practices summary. Where a client wants comfort, we arrange a status check using HMRC's CEST tool or an independent review before signing. This is commercial guidance, not tax advice — your accountant or IR35 specialist should confirm.